Terms and Conditions ("Terms", "Agreement")
Effective Date: June 22, 2026
This Agreement ("Terms", "Agreement") is between Ten Elleven Manila Inc. ("Ten Elleven Manila Inc.", "Company", "us", "we", or "our"), a company incorporated in the Philippines and a registered Operator of Payment Services with the Bangko Sentral ng Pilipinas ("BSP"), and you ("User", "Subscriber", "you", or "your"). This Agreement sets forth the general terms and conditions of your use of the Juan Platform, including Juan Accounting and JuanTax, and any of its products or services.
PLEASE READ THESE TERMS CAREFULLY
By accessing, installing, downloading, or using the Juan Platform or the Services, you acknowledge that you have read and understood, and agree to be bound by, these Terms, our Privacy Policy, and any additional terms or policies referenced in these Terms or presented to you in connection with specific features. Where any specific feature, including any third-party service, is subject to separate or additional terms, you must agree to and accept those terms before using that feature. If you do not agree to these Terms, you must immediately cease using the Platform and any Services provided through it, close your Account, delete the Platform from your devices, and terminate your relationship with us, without cost or penalty.
These Terms apply in addition to, and do not derogate from, any other terms or conditions that expressly apply to a specific product or service accessed, supplied, or provided by or through the Platform. We reserve the right to amend, vary, or change any information on the Platform and in these Terms. The amended Terms shall take effect upon posting on the Platform or our websites. You are responsible for regularly reviewing these Terms to stay informed of any changes. Continued use of the Platform constitutes acceptance of the amended Terms.
ARTICLE 1: DEFINITIONS
The following definitions apply in these Terms unless inconsistent with the context or otherwise specified:
"Access Fee" or "Service Fee" or "Fee" means the monthly, quarterly, or annual fee (exclusive of any taxes unless otherwise stated) payable by you in accordance with the fee schedule set out on the applicable Plan or Proposal, which the Company may change from time to time on notice to you, together with any transaction, payment processing, convenience, Add-on, or other special service fees applicable to your use of the Services.
"Account" means the primary means for accessing and using the Services, subject to payment of the Fees designated in the selected Plan. You may hold multiple Subscriptions, which may be subject to separate and distinct Plans.
"Add-on" means any optional feature, capability, volume entitlement, or service that may be added to a Plan for an additional Fee, as made available by us from time to time.
"Agreement" means these Terms.
"Billing Cycle" means the recurring interval (monthly, quarterly, or annual, as applicable to your Plan) in respect of which Fees are charged in advance, unless otherwise agreed between the parties.
"Commitment-Tiered Features" has the meaning given in Article 4 (Usage Limitations and Fair Use).
"Confidential Information" means all information exchanged between the parties to this Agreement, whether in writing, electronically, or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Content" or "Data" means any data, information, or material inputted or submitted by you, or with your authority, into the Platform, the Website, or the Applications, or created by you within the Platform in the course of using the Services.
"Force Majeure Event" means, in relation to a party, any act, omission, or circumstance over which that party could not reasonably have exercised control and is relied upon by that party as a force majeure event, including but not limited to: acts of God, acts of public enemy, and perils of navigation; hostilities, acts of war (declared or undeclared), and acts or threatened acts of terrorism; acts, regulations, orders, or omissions of any government, ministry, department, or other public authority; blockade, riots, insurrections, and civil commotion; pandemics, epidemics, and public health emergencies; governmental regulations imposed after the date of your entry into this Agreement; earthquakes, floods, typhoons, or other natural disasters; cyberattacks, system failures, or telecommunications outages beyond the party's control; and any other cause beyond the party's reasonable control.
"Free Plan" means a Plan made available at no Fee on an ongoing basis, as distinct from a free trial.
"Intellectual Property Right" means any patent, trademark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property right, anywhere in the world, whether or not registered.
"Invited Users" means any person or entity, other than the Subscriber, that uses the Services with the authorization of the Subscriber from time to time.
"Juan Accounting" means Juan or Juan Accounting, a product of Ten Elleven Manila Inc., a Philippine corporation, providing accounting software solutions including invoicing, subscription management, billing, transactions platform, and financial management services via web and mobile applications.
"Juan Platform" or "Platform" means, collectively, Juan Accounting and JuanTax, including all related websites, mobile applications, web applications, and services operated by Ten Elleven Manila Inc.
"JuanTax" means JuanTax, a product of Ten Elleven Manila Inc., a Philippine corporation, providing tax software solutions including tax filing, e-BIR integration, tax payments, Optical Character Recognition (OCR), eSubmission, automated tax calculation, generation of attachments, and automated books of accounts, and all current and future global subsidiaries of JuanTax.
"Organization" means a distinct entity, business, or workspace that you create, or are granted access to, within an Account, and in respect of which the Services are provided. An Account may contain one or more Organizations.
"Plan" means the subscription tier and billing arrangement selected by you, which determines the features, usage limits, and applicable Fees for your use of the Services, and which may be offered on a monthly, quarterly, or annual basis, or on a pay-as-you-go or other usage-based basis, or pursuant to a Commitment-Bound Subscription, in each case as made available by us from time to time.
"Providers" means our affiliates, licensors, distributors, and service providers.
"Services" means, collectively: (a) Juan Accounting Services, being accounting software solutions including invoicing, subscription billing, payment processing, financial reporting, transactions platform, and related features; and (b) JuanTax Services, being tax software solutions including data extraction, automated tax calculation, generation of attachments, automated books of accounts, e-BIR filing, tax payments, OCR scanning, and eSubmission capabilities.
"Subscriber" means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
"Subscription" means your subscription to the Services through a Plan of your choice, for your access to and use of an Account.
"Third Party PSP" means a third-party payment service provider, including but not limited to Unionbank and Maya, used to process payments through the Platform.
"User" means any individual whom you authorize to use the Services within an Account by way of designated login credentials.
"Website" means the Internet sites at the domains https://juan.tax/, https://juan.ac/, or any other site operated by Ten Elleven Manila Inc.
"You" means the Subscriber and, where the context permits, an Invited User or User. "Your" has a corresponding meaning.
ARTICLE 2: PRODUCT SCOPE AND USE OF SERVICES
The Juan Platform comprises two integrated product offerings:
A. Juan Accounting provides accounting and financial management solutions, including but not limited to: accounting and bookkeeping software; invoicing and billing management; subscription and recurring payment processing; transactions platform and payment collection; financial reporting and analytics; contact and inventory management; bank reconciliation features; multi-organization management; automated books of accounts; and Optical Character Recognition (OCR) for receipt scanning.
B. JuanTax provides tax compliance and filing solutions, including but not limited to: automated tax calculation and computation with tax filing; eSubmission of tax attachments (MAP, SAWT, SLSPI); tax payment processing; generation of BIR forms and attachments; and BIR notice management and delivery.
Ten Elleven Manila Inc. grants you the right to access and use the Services via the Platform with the particular user roles available to you according to your Subscription type. This right is: (a) non-exclusive, in that we may grant similar rights to others; (b) non-transferable, in that you may not transfer your rights to any third party without our prior written consent; and (c) limited, being subject to and conditioned upon your compliance with this Agreement. All Intellectual Property Rights in the Services, the Platform, and any related software, technology, models, content, and materials (excluding your Content) are and remain the exclusive property of Ten Elleven Manila Inc. and its licensors, and we reserve all rights not expressly granted.
You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
(a) the Subscriber determines who is an Invited User and what level of user role access to the relevant Organization and Services the Invited User has;
(b) the Subscriber is responsible for all Invited Users' use of the Services, and for all acts and omissions of its Invited Users and Users;
(c) the Subscriber controls each Invited User's level of access to the relevant Organization and Services at all times, and may revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity shall cease to be an Invited User or shall have that different level of access, as the case may be; and
(d) if there is any dispute between a Subscriber and an Invited User regarding access to any Organization or Services, the Subscriber shall determine what access, or level of access, to the relevant Data or Services that Invited User shall have, if any. We are entitled to rely on the access permissions configured within the Services, and may suspend or revoke any User's access where we reasonably consider it necessary to protect the Services, other users, or any person.
If you create an Account on the Juan Platform, you are responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under the Account and any other actions taken in connection with it, including communication, ordering, invoicing, tax filing, and analytics. You must: (a) keep all usernames and passwords required to access the Services secure and confidential; (b) immediately notify us of any unauthorized use of your passwords or any other breach of security; and (c) take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services.
We may monitor and review new Accounts before you may sign in and use the Services. Providing false contact information of any kind may result in the termination of your Account. We shall not be liable for any act or omission by you, including any resulting damages. We may suspend, disable, or delete your Account (or any part of it) if we determine that you have violated any provision of this Agreement, or that your conduct or content would tend to damage our reputation and goodwill. If we delete your Account for the foregoing reasons, you may not re-register for the Services, and we may block your mobile number, email address, and Internet protocol address to prevent further registration.
You acknowledge that you have been informed that, in scanning or uploading official receipts, Juan Accounting uses Optical Character Recognition (OCR). Accordingly, you are aware that the recognition of printed or written text characters through photo scanning, the analysis of the scanned image, and the translation of the character image into character codes may populate data, which may involve the capture of information such as a vendor's name, address, Tax Identification Number (TIN), date, and other similar data.
You further acknowledge that any submitted tax forms are prepared through generally accepted accounting methods and computed as such. Ultimately, however, it remains your responsibility to review the data processed by the OCR. In this connection, you shall defend Ten Elleven Manila Inc. and hold its officers, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, including attorneys' fees, arising out of or in connection with the performance of this Agreement.
You must use the Services and the Platform only for your own lawful internal business purposes, in accordance with these Terms and any notice sent by us or condition posted on the Platform. You may use the Services and the Platform on behalf of others, or in order to provide services to others, but if you do so, you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.
ARTICLE 3: BILLING AND PAYMENT OBLIGATIONS
All billing for Juan Platform Services shall be managed exclusively through Juan Accounting. Subscription Fees are payable in advance based on the Billing Cycle you select at the time of subscription, or as otherwise agreed with us.
(a) Billing notices shall be issued, and payments processed, through the Juan Accounting platform according to your chosen Billing Cycle (monthly, quarterly, or annual);
(b) access to the Juan Platform Services may be suspended or revoked in the event of non-payment of Subscription Fees by the due date stated in your invoice; and
(c) monthly, quarterly, or annual invoices are issued for the Services, are due upon receipt, and are made available to you by email or through the Platform.
Access to the Services, or to certain features of the Services, may require you to pay certain Fees, including but not limited to: Account subscription fees; transaction fees; payment processing fees; tax payment convenience fees; and other special service fees.
You agree to pay when due all Service Fees applicable to your use of the Services, and you are responsible for the full amount of applicable Service Fees for each Billing Cycle in which you use the Services or maintain an Account.
We reserve the right to change prices at any time, including by changing a previously free Service to a paid Service and charging for Services previously offered free of charge; provided, however, that we shall provide you with prior notice and an opportunity to terminate your Account where we change the price of a Service to which you are subscribed, and shall not charge you for a previously free Service unless you have been notified of the applicable Fees and have agreed to pay them.
If you do not accept the new pricing, you may terminate your Subscription in accordance with Article 10 (Termination). Failing the required termination notice, you shall be deemed to have accepted the new prices.
All amounts payable under this Agreement shall be considered as inclusive of all fees, taxes, including value added tax ("VAT"), and all other liabilities to the government arising from or in connection with this Agreement.
As applicable, the VAT, if any, shall be for the account of the Subscriber. In the event that the Subscriber is required by law to withhold and remit tax to the Bureau of Internal Revenue (BIR), the Subscriber shall pay the full amount of the subscription Fee and separately remit the applicable expanded withholding tax of two percent (2%) to the BIR.
Upon submission to us of (a) the basis or proof of the obligation to withhold tax, and (b) the corresponding Certificate of Tax Withheld (BIR Form 2307), which must be furnished not later than twenty (20) days after the end of each quarter, we shall reimburse the Subscriber for the withheld amount through the issuance of a credit note. Such credit note may be applied to future subscription payments. Credit notes shall be issued within thirty (30) business days after the sales invoice date.
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Organizations that you have added to the Services, or that have been added with your authority, or as a result of your use of the Services. Eligibility for such preferential pricing or discounts is conditional upon your acceptance of responsibility for payment of any Access Fees in relation to all of your Organizations.
Without prejudice to any other rights that we may have under these Terms or at law, we reserve the right to render invoices for the full (non-discounted) Access Fees due, or to suspend or terminate your use of the Services in respect of any or all of your Organizations, in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
(a) General Rule. Subject to Section 3.6(b), you may upgrade or downgrade your current Plan at any time by communicating such request to us at help@juan.ac. You acknowledge that downgrading may cause a loss of features or capacity of the Services available to you before downgrading your Plan, including a reduction of any Commitment-Tiered Feature allowances as described in Article 4 (Usage Limitations and Fair Use). We shall not be liable for such loss. When you upgrade or downgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month shall be charged on a pro-rated basis. Subsequent months shall be charged in full according to the new Subscription Fees, and any credits shall be adjusted accordingly.
(b) Commitment-Bound Subscriptions. If you have executed a Partnership Agreement, Commitment Contract, Computerized Accounting System (CAS) Contract, Enterprise Agreement, or any similar written agreement containing a fixed commitment period, term, or minimum subscription duration (a "Commitment-Bound Subscription"), the following shall apply: (i) upgrades are permitted at any time during the commitment period, and any incremental Fees shall be billed prospectively or pro-rated as applicable; (ii) downgrades and cancellations are not permitted during the commitment period, except with our written consent or as expressly provided in the governing agreement; and (iii) any pre-termination of a Commitment-Bound Subscription shall be subject to the early termination fees, liquidated damages, and other consequences stipulated in the governing Partnership Agreement, CAS Contract, or commitment contract, and, in the absence of such stipulation, you shall remain liable for the balance of the Service Fees corresponding to the unexpired portion of the commitment period.
(c) Effect of Conflict. In the event of a conflict between this Section 3.6 and the terms of any executed Partnership Agreement or Commitment Contract, the terms of the executed written agreement shall prevail.
All Fees are non-refundable. There are no refunds or credits for: periods in which you did not use an activated Account; periods in which you used the Account only partially; deactivation of the Account during an ongoing payment interval; termination of these Terms during an ongoing payment interval; or any remaining prepaid period for a prepaid Access Fee subscription.
(a) Where future Services are offered on a free trial basis, payment may be required after the free trial period ends. If auto-renewal is enabled for the Services to which you have subscribed, you shall be charged automatically after each Billing Cycle, in accordance with the subscription term you selected and the billing details you have provided to us.
(b) You authorize us to use the credit or debit card or e-wallet you have provided to us (as updated from time to time) to automatically charge you, under your selected Plan, for the Service Fees applicable to your Account or your use of the Services, plus any applicable taxes.
(c) Consequences of Non-Payment. Service Fees are due on or before the applicable due date stated in your Billing Cycle, subscription confirmation, or invoice. If payment is not received on or before the due date, your access to the Platform and the Services may be automatically suspended, disabled, or rendered unusable without further notice, and you shall not be entitled to any refund for the unused portion of the subscription period. You agree to pay all past-due Service Fees, taxes, and applicable surcharges as a condition for the reactivation of your Account.
(a) High-Risk Transactions. If, in our judgment, your purchase constitutes a high-risk transaction, we may require you to provide a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase.
(b) Right to Refuse or Modify Orders. We reserve the right to change products and product pricing at any time, subject to the notice requirements set forth in Section 3.3. We also reserve the right to refuse any order you place with us.
(c) Quantity Limitations. We may, in our sole discretion, limit or cancel quantities purchased per user, per outlet, per merchant, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, or the same billing or shipping address.
(d) Notification of Changes or Cancellations. In the event that we make a change to, or cancel, an order, we may attempt to notify you by contacting the email address, billing address, or phone number provided at the time the order was made.
ARTICLE 4: USAGE LIMITATIONS AND FAIR USE
Access to and use of the Services are subject to usage limits, technical constraints, and fair use parameters determined by us, including monthly transaction volumes and the number of calls you are permitted to make against the Platform's application programming interface. Any such limitations shall be specified within the Services or in your Plan documentation.
Access to and use of the Services are subject to reasonable usage parameters and fair use limits designed to support platform performance, reliability, and equitable access for all Users. Unless otherwise expressly agreed in writing, the following usage limits apply per Organization.
A. For Free and Essential Plans (Juan Accounting). (a) Sales transactions (invoices and credit notes): 5,000 per month; (b) purchase transactions (bills and credit notes): 5,000 per month; (c) journal entries: 5,000 per month; (d) bank transactions: 5,000 per month; (e) direct cash entries: 5,000 per month; (f) documents (including, but not limited to, quotes, sales orders, purchase requests, and purchase orders): 5,000 per month; (g) fixed assets: 5,000 total assets; (h) items: 5,000 total items; (i) contacts: 20,000 total contacts; (j) administrative Users: unlimited on applicable Plans, subject to a maximum of 100 active user sessions per day across all users in the Organization; and (k) any other entity, document, transaction, or record type not explicitly enumerated in (a) through (j) above: 1,000 per month or 1,000 total, as applicable.
The usage limits in (a) through (k) apply regardless of how the relevant entity, document, transaction, or record is created, accessed, or modified, whether through the user interface, the API, or any other means. The API is an access method for the Services and does not provide a separate or additional allowance for any entity, document, transaction, or record type.
For an Organization on a Free Plan, file attachments and other uploaded files are subject to a fair-use storage cap of 50 GB in aggregate per Organization, and we may prevent or restrict further uploads where that cap is reached. We reserve the right to introduce or vary storage limits, including per-file size limits, for any Plan in accordance with these Terms.
B. For the Growth Plan. Applicable usage parameters shall be governed by the separate written agreement between the parties.
C. For JuanTax Services. Use of the JuanTax Services, including tax filings, eSubmissions, OCR scanning, and document extraction, is subject to the fair use parameters set out in this Article and to the Commitment-Tiered Feature allowances described in Section 4.3. Specific volume limits applicable to the JuanTax Services, where imposed, shall be as set out in the applicable Plan documentation made available by us, as updated from time to time.
Certain features of the Services are made available subject to monthly usage allowances that vary according to your billing commitment (the "Commitment-Tiered Features"). As of the date of these Terms, the Commitment-Tiered Features comprise API calls and OCR and document extraction (including JuanTax data extraction and related artificial intelligence processing operations). We may designate additional features as Commitment-Tiered Features from time to time.
For each Commitment-Tiered Feature, a standard monthly allowance applies (the "Standard Allowance"). Organizations subscribed to a quarterly or annual Plan, or to a Commitment-Bound Subscription described in Section 3.6(b), are instead entitled to an extended monthly allowance equal to ten (10) times the applicable Standard Allowance (the "Extended Allowance"). The Standard Allowance applies to all monthly Plans and to all pay-as-you-go and other usage-based billing arrangements, irrespective of the number of months or the duration purchased or committed; only a quarterly Subscription, an annual Subscription, or a Commitment-Bound Subscription confers the Extended Allowance. The Standard Allowance for each Commitment-Tiered Feature is as set out in the applicable Plan documentation made available by us (including on our pricing page or within our product documentation), as updated from time to time, and may be expressed as an absolute figure, a multiplier, or another relative measure.
Each allowance is calculated per calendar month, resets at the start of each calendar month, and does not accumulate, roll over, or carry forward; any unused portion is forfeited at the end of each month without credit or refund. Allowances are determined per Organization and do not stack, aggregate, or combine across Plans, Subscriptions, billing arrangements, Organizations, or Accounts. Eligibility for the Extended Allowance is determined by the billing commitment in effect at the applicable time. If a quarterly Subscription, an annual Subscription, or a Commitment-Bound Subscription is downgraded, canceled, expires, lapses, or is otherwise converted to a monthly, pay-as-you-go, or usage-based arrangement, the applicable allowance reverts immediately to the Standard Allowance, and any unused Extended Allowance for the then-current month is forfeited without credit or refund. You shall not create, combine, split, rotate, or otherwise structure Plans, Subscriptions, Organizations, or Accounts for the purpose of obtaining allowances in excess of those applicable to a single qualifying Subscription, and we may throttle, limit, suspend, or disable access where we reasonably suspect any such circumvention.
For the purposes of these Terms, "API calls" means any requests made to the Services through the application programming interface, whether directly or indirectly, including via API keys, personal access tokens, software development kits, command-line tools, Model Context Protocol (MCP) servers or clients, agent-based systems, automation frameworks, orchestration systems, or third-party services or systems; each such request constitutes one API call. References to OCR and document extraction are to optical character recognition, document extraction, and related artificial intelligence processing operations made available as part of the Services, in each case as measured by us. The allowances for the Commitment-Tiered Features apply in addition to, and not in lieu of, the limits in (a) to (k) above; each API call and each instance of any other Commitment-Tiered Feature both counts toward the applicable allowance under this Section and counts toward any applicable limit in (a) to (k) for the entity, document, transaction, or record it creates, accesses, modifies, processes, or otherwise affects.
Usage of the Commitment-Tiered Features is measured by our systems, and our records of such usage shall be conclusive and binding absent manifest error. We do not levy per-unit or overage charges for usage of the Commitment-Tiered Features; where an allowance is reached, we may pause, throttle, limit, or restrict access to the relevant feature until the start of the next calendar month, unless additional volume has been expressly agreed in writing. Allowances may be calculated, measured, and enforced on a prorated daily basis, and usage remains subject to additional rate limits, including limits expressed per second, minute, hour, or day, in each case as determined, applied, modified, and enforced by us in our sole discretion from time to time.
Where any usage under this Article (including any of the quantified record limits set out above) exceeds the applicable usage limits, any applicable prorated allocation, or applicable rate limits, we may, in our sole discretion and without liability, throttle or limit access to the relevant functionality, or suspend or disable access to the Services in whole or in part, unless additional volumes, Add-ons, or other usage entitlements have been expressly agreed in writing. Where usage-based pricing or Add-ons are available, such usage remains subject to the above limits, which constitute standard maximum thresholds unless otherwise permitted by us. For the Growth Plan, Custom Plan, or any other Plan subject to a separately executed order form or agreement, applicable usage limits and any related terms shall be governed by such order form or agreement.
We may revise these limits from time to time, including to reflect infrastructure requirements, product changes, security considerations, compliance obligations, or fair use enforcement. Continued use of the Services after any revision takes effect constitutes acceptance of the revised limits. Nothing in this Article limits our ability to agree to higher or customized usage thresholds under separate commercial terms, enterprise agreements, or written addenda.
Access to the Services may be provided on a free trial basis for evaluation purposes. Free trials may carry reduced functionality, restricted access to certain features, or other technical limitations as compared to paid Plans, and feature availability, usage thresholds, and technical limitations during a free trial are determined solely by us and may be modified, reduced, or removed at any time in our sole discretion.
We may, from time to time, make beta, trial, preview, or early-access features available (collectively, "Beta Features"). Beta Features are provided on an "as is" basis for evaluation only, may be incomplete or unstable, may be modified or withdrawn at any time, and are excluded from any service commitments. You use Beta Features at your own risk.
You are aware that, for purposes of facilitating the filing of any BIR Form, JuanTax shall exclusively use the e-BIR portal. You are also informed that you must submit the required BIR Form at least one (1) business day prior to the deadline for submission.
You agree that we shall not be responsible for any delay in posting not attributable to the fault and negligence of our system or any of our officers and employees.
By enabling e-filing options, you agree that you exclusively handle and enter the data and submit the same directly through the e-BIR or the e-TSP portal. You hold us free and harmless from any damage and injury sustained from any data that may be uploaded or entered through the e-BIR or e-TSP portal.
By agreeing to use JuanTax, it is understood that you are bound not only by this Agreement but also by the existing Terms of Service of the e-BIR, available at the official BIR e-filing portal, https://www.bir.gov.ph/.
eSubmission enables you to submit the Monthly Alphalist of Payees (MAP), the Summary Alphalist of Withholding Tax (SAWT), the Summary List of Sales, Purchases, and Importations (SLSPI), or attachments electronically via JuanTax. Through JuanTax's system, eSubmissions are automatically calculated and sent together with the relevant tax return through a system-generated email sent directly to the BIR. Through this approach, JuanTax's system seeks to ensure that your returns match the DAT files sent via eSubmission.
Where available, automated BIR notices shall be delivered to your JuanTax account or email. However, there may be instances where the relevant tax returns or submissions are processed through JuanTax's system and sent to the e-BIR portal, but the corresponding tax confirmation receipts are not received.
If JuanTax's system detects that the tax return or submission has no confirmation receipt by 12:00 AM the following day, JuanTax's system shall send a follow-up email to the BIR regarding the submission. Nevertheless, you have the opportunity to re-submit the tax return or submission until you receive the corresponding confirmation email.
If, despite several submissions, you still have not received the confirmation email two (2) days after your last submission, you must contact the BIR directly through its customer service or the relevant revenue district office and seek assistance in resolving the technical issue. As this technical issue is beyond our control, you agree not to hold us liable for the consequences of such technical issue or for any damages arising from the failure to receive a confirmation email from the BIR.
While JuanTax provides automated tax calculation features based on the data you input, you acknowledge and agree that: (a) the accuracy of tax computations depends entirely on the accuracy and completeness of the data you provide; (b) tax laws, regulations, and BIR issuances are subject to change, and while we endeavor to update our systems accordingly, there may be delays in implementation; (c) JuanTax is not a substitute for professional tax advice; (d) you are solely responsible for verifying all tax computations before submission; (e) we do not guarantee that tax returns filed through JuanTax shall be accepted by the BIR or that they are free from errors; and (f) any penalties, surcharges, or interest imposed by the BIR due to errors in tax returns shall be your sole responsibility.
We strongly recommend that you consult with a licensed Certified Public Accountant (CPA) or tax professional for complex tax matters. You acknowledge that tax laws and BIR issuances are subject to interpretation, and that JuanTax's automated calculations are based on our understanding of applicable rules as of the date of computation. You are solely responsible for verifying compliance with current BIR regulations.
ARTICLE 5: TAX PAYMENTS (JUANTAX PAYMENTS)
JuanTax Payments enables you to pay taxes through the JuanTax platform. Ten Elleven Manila Inc. is a registered Operator of Payment Services (OPS) with the Bangko Sentral ng Pilipinas (BSP).
You shall have several options for payment. All tax payments shall be settled through our authorized payment partners, including but not limited to: Unionbank, a duly authorized settlement bank for the BIR; and Maya, a BSP-licensed electronic money issuer and payment service provider.
By paying the tax dues, you authorize Ten Elleven Manila Inc. to pay on your behalf the amount due to the BIR. You also authorize Ten Elleven Manila Inc. and the financial institutions involved in the processing of the electronic payment of taxes to receive on your behalf confidential information necessary to answer inquiries and resolve issues related to the payment.
(a) Payments processed through the Platform shall be posted in accordance with the cut-off times of our partner banks, payment service providers (PSPs), and accredited government collection agents. Cut-off times may vary depending on the payment channel, the PSP, and the receiving government agency or supplier.
(b) Tax Filing and Payment Buffer. For the filing of returns and the payment of taxes due to the BIR, you are strongly advised to initiate payment and filing through the Platform at least one (1) business day prior to the statutory deadline. This buffer is necessary to account for: (i) banking and PSP cut-off times; (ii) system processing and confirmation lead times; (iii) possible network or third-party downtimes; and (iv) government agency receiving system constraints.
(c) Disclaimer of Liability for Late Filing. We shall not be liable for any surcharges, interest, penalties, or compromise fees imposed by the BIR or any other government agency under Sections 248 and 249 of the National Internal Revenue Code (NIRC), as amended, or analogous provisions, arising from your failure to initiate filing or payment within the recommended buffer period. The responsibility for timely compliance with all tax and regulatory deadlines remains solely with you as the taxpayer.
As your tax payments shall be settled through Unionbank, Maya, or other authorized payment partners, the availability of JuanTax Payments shall depend on the availability of their services. We shall not be liable for delayed posting or transaction failures where the same is due to: any payment partner's system error or downtime; BIR portal unavailability or technical issues; Internet connectivity issues beyond our control; or any Force Majeure Event. Any failed payments may be processed by us using another payment method or provider.
Tax payments shall be confirmed through a system-generated email sent by the relevant payment partner. Until such email notification is received, the payment transaction shall be deemed pending.
We have the right to establish security features on the use of JuanTax Payments, such as but not limited to: limitation on the number of payment attempts; required 3D Secure or vault features on card schemes; two-factor authentication; and other features that secure your use of JuanTax Payments.
You further agree not to circumvent, disable, or otherwise interfere with security-related features of JuanTax Payments, including those that prevent or restrict the use or copying of any content, material, or information available on or through the Services, and those that enforce limitations on the use of the Services.
Once you confirm the transaction, or instruct JuanTax Payments to proceed with the tax payment transaction, you cannot cancel or reverse such transaction. The payment partners shall proceed to debit your account, and once the funds are in the account of the BIR, neither we nor our payment partners can reverse or deduct such account without the proper court order.
All fees and charges imposed by us, our banks, and our payment partners are non-refundable. We, our banks, and our payment partners reserve the right, at our sole discretion and under no obligation, to change the applicable fees and charges levied for the use of JuanTax Payments, at any time and upon prior written notice to you sixty (60) days prior to the effective date of the change in fees or charges.
JuanTax Payments is powered by our banks, payment partners, and other third-party services and resources (collectively, "Third Party Services"). You acknowledge and agree that we are not responsible or liable for the availability, accuracy, appropriateness, completeness, or non-infringement of such Third Party Services, or for the content, products, or services available on or through such Third Party Services. The integration of such Third Party Services does not imply any endorsement by us. Third Party Services are provided on an "as is, where is" basis, and we make no representation or warranty whatsoever about any service, content, or other resource provided by the third party.
The act of keying in the password for the purposes of authorizing a payment, unlocking for internet transactions, or making a payment through our bank or payment partner's application, platform, portal, or channel shall be sufficient evidence that the payment made has been authorized and validated, and cannot be disputed by you.
Once the transaction has been authorized and consummated, we shall not be held liable for: any undelivered goods or non-performance of services; defects, damages, or after-sales services of such goods or services; any error in the amount keyed in or entered; or any other dispute between you and the BIR arising from such payment.
In the event of any legal action that you may file against us in relation to your use of JuanTax Payments, you agree that our liability shall not exceed Fifty Thousand Pesos (PHP 50,000.00) or the amount of damages you actually suffered, whichever is lower.
You shall not hold us responsible or liable for any loss or damage which you may incur or suffer, directly or indirectly, arising out of or in connection with JuanTax Payments due to any reason whatsoever, including but not limited to: any breakdown or malfunction of the computer, its terminal connection lines, data processing system, or transmission line, whether or not belonging to us; any circumstance beyond our control; or any Force Majeure Event.
ARTICLE 6: ANTI-MONEY LAUNDERING (AML) COMPLIANCE
As a registered Operator of Payment Services with the BSP, Ten Elleven Manila Inc. is subject to the Anti-Money Laundering Act of 2001 (Republic Act No. 9160), as amended, and its Implementing Rules and Regulations. By using JuanTax Payments, you acknowledge and agree that: (a) we may be required to verify your identity and collect Know-Your-Customer (KYC) information; (b) we may monitor transactions for suspicious activity; (c) we may report covered transactions and suspicious transactions to the Anti-Money Laundering Council (AMLC) without prior notice to you; (d) we may freeze, suspend, or terminate your Account if we suspect involvement in money laundering, terrorist financing, or other illicit activity; and (e) you shall not use the Platform for any transaction involving the proceeds of unlawful activity.
You agree to provide accurate, current, and complete identification documents and information as may be required for customer due diligence purposes. Failure to provide such information may result in the suspension or termination of your Account.
ARTICLE 7: ACCESS CONDITIONS AND PROHIBITED USES
As a condition of these Terms, when accessing and using the Services, you must: (a) not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; (b) not use, or misuse, the Services in any way which may impair the functionality of the Services or the Platform, or other systems used to deliver the Services, or impair the ability of any other user to use the Services or the Platform; (c) not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access, or to the computer system on which the Services are hosted; (d) not transmit, or input into the Platform, any files that may damage any other person's computing devices or software, any content that may be offensive, or any material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and (e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Services or to operate the Platform, except as is strictly necessary to use either of them for normal operation.
In addition to the other terms set forth in this Agreement, you are prohibited from using the Juan Platform or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful act; (c) to violate any international, federal, provincial, state, or local regulation, rule, law, or ordinance; (d) to infringe or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that may be used in any way that will affect the functionality or operation of the Services or of any related mobile or web application, other mobile or web applications, or the Internet; (h) to collect or track the personal information of others without proper authorization; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related mobile or web application, other mobile or web applications, or the Internet. We reserve the right to terminate your use of the Services or any related mobile or web application for violating any prohibited use.
As a condition of these Terms, if you use any communication tools available through the Platform (such as any forum, chat room, or message center), you agree to use such communication tools only for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including but not limited to: offers of goods or services for sale; unsolicited commercial email; files that may damage any other person's computing devices or software; content that may be offensive to any other users of the Services or the Platform; or material in violation of any law (including material protected by copyright or trade secrets which you do not have the right to use).
When you make any communication on the Platform, you represent that you are permitted to make such communication. We are under no obligation to ensure that communications on the Platform are legitimate or that they relate only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Platform. We reserve the right to remove any communication at any time in our sole discretion.
You acknowledge that violations of the access conditions and prohibited uses under this Article may constitute criminal offenses under Republic Act No. 10175 (Cybercrime Prevention Act of 2012), including but not limited to: illegal access (Section 4(a)(1)); data interference (Section 4(a)(3)); system interference (Section 4(a)(4)); computer-related fraud (Section 4(b)(3)); and computer-related identity theft (Section 4(b)(4)). We reserve the right to report any suspected violation to the appropriate law enforcement authorities, including the National Bureau of Investigation (NBI) Cybercrime Division or the Philippine National Police Anti-Cybercrime Group.
ARTICLE 8: CONFIDENTIALITY AND DATA PRIVACY
Unless the relevant party has the prior written consent of the other, or unless required to do so by law: (a) each party shall preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms; (b) neither party shall, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms; and (c) each party's obligations under this Section shall survive the termination of these Terms.
The confidentiality provisions shall not apply to any information which: (a) is or becomes public knowledge other than by a breach of this Section; (b) is received from a third party who lawfully acquired it and who is under no obligation to restrict its disclosure; (c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (d) is independently developed without access to Confidential Information.
By engaging the Services of the Juan Platform, you expressly consent to the use of any personal information, sensitive or otherwise, for the purposes of: (a) facilitating compliance with the requirements of the Philippine Bureau of Internal Revenue (BIR); (b) providing accounting, invoicing, and financial management services; (c) processing payments and transactions; and (d) improving our Services and user experience, in each case in compliance with the provisions of Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012.
Pursuant to this consent, you understand that: (a) we are not strictly a Personal Information Controller or Personal Information Processor in relation to BIR submissions; (b) you alone supply all the necessary information in accordance with the required BIR Forms, and we merely submit the same for processing pursuant to the e-filing requirement; (c) upon submission of the accomplished BIR Form, it automatically becomes a public document, the production and use of which shall be governed by existing statutes; and (d) as a service provider, we do not collect, hold, process, use, transfer, or disclose personal information on our own behalf, and our participation is to ensure submission and payment in accordance with the National Internal Revenue Code and the existing rules and regulations of the BIR.
We maintain a privacy policy that sets out the parties' obligations in respect of personal information, available for Juan Accounting at https://juan.ac/privacy/. You shall be taken to have accepted that policy when you accept these Terms.
We do not own any Content that you submit to, or create within, the Juan Platform in the course of using the Services. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, all Content you submit. We do not sell your Content. Unless specifically permitted by you, your use of the Juan Platform does not grant us any license to use, reproduce, adapt, modify, publish, or distribute your Content for commercial, marketing, or similar purposes. You grant us permission to access, copy, distribute, store, transmit, reformat, display, and perform your Content solely as required to provide the Services to you. We may monitor and review Content submitted or created using the Services, and we have the right, but not the obligation, in our sole discretion, to refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
We may use aggregated and de-identified data derived from use of the Services, in a form that does not identify you, any User, or any individual or business, to operate, maintain, develop, and improve the Services, including our features and models. The Services include artificial intelligence and automated features, including OCR, document extraction, and automated tax calculation. You acknowledge that such features may generate outputs that are inaccurate, incomplete, or otherwise erroneous, and that you bear sole responsibility for reviewing, verifying, and validating all such outputs prior to any reliance upon them. No representation or warranty is given that any output is accurate, complete, current, or fit for any particular purpose, and the disclaimers in Section 4.10, Article 12, and Article 14 apply to all such outputs.
Certain artificial intelligence and automated capabilities of the Services rely on third-party large language model or other artificial intelligence service providers. Any processing by such third-party providers, including in relation to model training, is governed by that provider's own terms and policies. To the fullest extent possible, we disallow, and take reasonable steps to block, the use of your Content for model training by such third-party providers.
We maintain reasonable technical and organizational measures designed to protect Content against unauthorized access, loss, alteration, or disclosure, taking into account the nature of the Services. No method of transmission or storage is completely secure, and we do not guarantee absolute security. In the event of a personal data breach affecting your Content, we shall notify you and take steps as required by applicable law, including the Data Privacy Act of 2012 and the issuances of the National Privacy Commission (NPC).
We perform regular backups of Content; however, such backups are maintained for our own administrative purposes only and are not guaranteed. You are responsible for maintaining your own backups of your data. We provide no compensation for lost or incomplete data in the event that backups do not function properly. We shall use reasonable efforts to ensure complete and accurate backups, but assume no responsibility for this duty.
We shall retain your Data for as long as your Account is active or as needed to provide you the Services. We shall also retain and use your Data as necessary to: (a) comply with our legal obligations, including record-keeping requirements under the National Internal Revenue Code and BSP regulations; (b) resolve disputes; and (c) enforce our agreements. After termination of your Account, we may retain your Data for a period of: five (5) years for tax-related records, in accordance with BIR regulations; ten (10) years for financial transaction records, in accordance with BSP regulations on record-keeping; and such other period as may be required by applicable law.
For an active Organization on a Free Plan, Content is retained for so long as the Organization remains active, subject to the storage limits described in Article 4 (Usage Limitations and Fair Use). Where an Organization on a Free Plan is dormant, meaning that it has had no activity for a continuous period of twenty-four (24) months (with activity meaning any sign-in to, or any transaction or other operation within, the Organization, as determined by us), we reserve the right to deactivate the Organization and to permanently and irreversibly delete the Organization and its associated data, without liability; provided, however, that any such deactivation and deletion shall be subject to, and without prejudice to, our statutory and legal retention obligations set out above (including the BIR five (5) year and BSP ten (10) year retention periods), which shall prevail to the extent of any conflict. We may, at our discretion and on a best-efforts basis, seek to notify the affected Account using the contact details on file before doing so, but we are under no obligation to provide such notice. Deletion under this Section is irreversible, and deleted data cannot be recovered.
Subject to our legal retention obligations, you may request: (a) a copy of your Data in a commonly used electronic format (data portability); and (b) deletion of your Data that is no longer necessary for the purposes for which it was collected. Upon expiration or termination of your Subscription, and subject always to our retention obligations under Section 8.11, you may, for a period of thirty (30) days (the "Transition Period"), request and export a copy of your Data in a commonly used electronic format. After the Transition Period, we may delete or de-identify your Data, subject to our statutory and legal retention obligations. Requests under this Section should be directed to our Data Privacy Officer at dpo@juan.ac, and we shall respond within thirty (30) days.
ARTICLE 9: INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in, the Services, the Platform, the Websites, and any documentation relating to the Services remain the property of Ten Elleven Manila Inc. (or its licensors). We reserve all rights not expressly granted. If you provide us with any feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Access Fee when due. You grant us a license to use, copy, transmit, store, and back up your information and Data for the purposes of: (a) enabling you to access and use the Services; and (b) any other purpose related to the provision of the Services to you.
If you enable third-party applications for use in conjunction with the Services, you acknowledge that we may allow the providers of those third-party applications to access your Data as required for the interoperation of such third-party applications with the Services. We shall not be responsible for any disclosure, modification, or deletion of your Data resulting from any such access by third-party application providers.
ARTICLE 10: TERMINATION
You are solely responsible for the proper cancellation of your Juan Platform Account. You may terminate a Plan at any time by: (a) raising a request for cancellation of your Plan; (b) managing your Subscriptions on the self-service portal; or (c) emailing us at help@juan.ac and ceasing all use of the Services. The cancellation must be received by us at least fifteen (15) days before the end of each billing period.
All Fees are non-refundable. There are no refunds or credits for: periods in which you did not use an activated Account; periods in which you used the Account only partially; deactivation of the Account during an ongoing payment interval; termination of these Terms during an ongoing payment interval; or any remaining prepaid period for a prepaid Access Fee subscription.
These Terms shall continue for the period covered by the Access Fee paid or payable. At the end of each billing period, these Terms shall automatically continue for another period of the same duration, provided you continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least fifteen (15) days before the end of the relevant payment period. If you terminate these Terms, you shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then-current period up to and including the day of termination of these Terms.
If you: (a) breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach, if the breach is capable of being remedied; (b) breach any of these Terms and the breach is not capable of being remedied (which includes, without limitation, any breach of the access conditions or any payment of Access Fees that are more than thirty (30) days overdue); or (c) you or your business become insolvent, or your business goes into liquidation or has a receiver or manager appointed of any of its assets, or you make any arrangement with your creditors, or you become subject to any similar insolvency event in any jurisdiction, then we may take any or all of the following actions, in our sole discretion: (i) terminate this Agreement and your use of the Services and the Platform; (ii) suspend, for any definite or indefinite period of time, your use of the Services and the Platform; (iii) suspend or terminate access to all or any Data; or (iv) take any of the above actions in respect of any or all other persons whom you have authorized to have access to your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your billing contacts, billing Plans, or Organizations is not made in full by the relevant due date, we may: suspend or terminate your use of the Services; suspend or terminate the authority for all or any of your Organizations to use the Services; or suspend or terminate your rights of access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, you shall: (a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and (b) immediately cease to use the Services and the Platform.
Upon expiration or termination of this Agreement: (a) your right to access and use the Services under these Terms shall terminate; (b) all credentials associated with your administrative Users shall be deactivated or downgraded to a Free Plan (if any); (c) you shall immediately discontinue use of the Services; (d) we may maintain copies of any information or data that you upload to or create in the Services, such as your Data, as required or permitted by law, this Agreement, or our Privacy Policy; and (e) you may export a copy of your Data during the Transition Period in accordance with Section 8.12.
The following provisions, and any other provision that by its nature should survive, shall survive the expiry or termination of these Terms: Article 3 (Billing and Payment Obligations); Article 5 (Tax Payments); Article 8 (Confidentiality and Data Privacy); Article 9 (Intellectual Property); Article 11 (Indemnity); Article 12 (Limitation of Liability); Article 13 (Waiver and Release of Liability); Article 14 (Warranties and Acknowledgements); and Article 15 (General Provisions).
ARTICLE 11: INDEMNITY
You shall indemnify Ten Elleven Manila Inc. against all claims, costs, damage, and loss arising from your breach of any of these Terms or any obligation you may have to us, including but not limited to: (a) any costs relating to the recovery of any Access Fees that are due but have not been paid by you; (b) any claims arising from your use of the Services; (c) any claims arising from data you input, upload, or process through the Platform; (d) any claims arising from your failure to comply with applicable laws, including tax laws and regulations; and (e) any claims arising from your interactions with third parties, including the BIR, payment partners, and other users. Notwithstanding the foregoing, the indemnification obligations shall not apply to claims arising from Ten Elleven Manila Inc.'s gross negligence or willful misconduct.
If you use the Services or access the Platform on behalf of, or for the benefit of, anyone other than yourself (whether a body corporate or otherwise), you agree that you shall indemnify us against any claims or loss relating to: (a) our refusal to provide any person access to your information or Data in accordance with these Terms; (b) our making available information or Data to any person with your authorization; and (c) any unauthorized access to your Account resulting from your failure to maintain adequate security measures.
In connection with your use of OCR features and data processing services, you shall defend us and hold our officers, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, including attorneys' fees, arising out of or in connection with: (a) the performance of this Agreement; (b) any errors or inaccuracies in data processed through OCR; (c) your failure to review and verify data before submission; and (d) any tax filings or submissions made using data processed through the Platform.
The indemnification obligations under this Article extend to: all reasonable attorneys' fees and legal costs; court costs and expenses; settlement amounts approved by you; damages awarded by a court of competent jurisdiction; and any other costs reasonably incurred in connection with the defense of such claims.
ARTICLE 12: LIMITATION OF LIABILITY
To the maximum extent permitted by law, Ten Elleven Manila Inc. excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits, and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or the Platform.
If you suffer loss or damage as a result of our negligence or failure to comply with these Terms, any claim by you against us arising from our negligence or failure shall be limited, in respect of any one incident or series of connected incidents, to the Access Fees paid by you in the previous six (6) months.
In the event of any legal action that you may file against us in relation to your use of JuanTax Payments, you agree that our liability shall not exceed Fifty Thousand Pesos (PHP 50,000.00) or the amount of damages you actually suffered, whichever is lower.
If you are not satisfied with the Services, your sole and exclusive remedy is to terminate these Terms in accordance with Article 10 (Termination).
To the maximum extent permitted by law, we shall not be liable for any: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, business, or anticipated savings; loss of data or goodwill; business interruption; any liabilities, penalties, surcharges, interest, or losses arising from legal, tax, accounting, or regulatory compliance matters; or any other pecuniary loss, in each case arising out of or in connection with these Terms or the use of the Services, regardless of whether such damages were foreseeable or whether we were advised of the possibility of such damages.
We are not responsible or liable for: the availability, accuracy, appropriateness, completeness, or non-infringement of Third Party Services; the content, products, or services available on or through Third Party Services; any acts, omissions, or defaults of third parties, including Third Party PSPs; or any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of Third Party Services.
We shall not be liable for any loss or damage arising from: any breakdown or malfunction of computers, terminal connection lines, data processing systems, or transmission lines; Internet connectivity issues; BIR portal unavailability or technical issues; any circumstance beyond our reasonable control; or any Force Majeure Event.
Notwithstanding any other provision of this Article, the limitations, caps, and exclusions in Sections 12.1, 12.2, 12.3, 12.5, 12.6, and 12.7 shall not apply to, and the following shall not be limited by the foregoing: (a) your obligation to pay Fees and applicable taxes; (b) either party's indemnification obligations under these Terms; (c) breach of confidentiality obligations; (d) infringement or misappropriation of the other party's Intellectual Property Rights; or (e) any liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or death or personal injury caused by negligence. The parties agree that the disclaimers and limitations in these Terms represent a reasonable allocation of risk and form an essential basis of the bargain between them.
ARTICLE 13: WAIVER AND RELEASE OF LIABILITY
BY SUBSCRIBING TO THE JUAN PLATFORM, YOU HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING IN THE USE OF THE e-BIR PORTAL, THIRD-PARTY PAYMENT SERVICES, AND ANY AND ALL ACTIVITIES ASSOCIATED WITH THE USE OF SAID SYSTEMS, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the entity and persons being released, from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault.
You acknowledge that this Waiver and Release of Liability shall be used by Ten Elleven Manila Inc., the BIR, the payment partners, or any third-party application in relation to the activity in which you may participate, and that it shall govern your actions and responsibilities at said activity.
In consideration of your application and the permission to participate in this activity, you hereby take action for yourself, your executors, administrators, heirs, next of kin, successors, and assigns as follows: YOU WAIVE, RELEASE, AND DISCHARGE from any and all liability, including but not limited to liability arising from the negligence or fault of the entity released, for death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to you, including your traveling to and from this activity, THE FOLLOWING ENTITIES AND PERSONS: Ten Elleven Manila Inc. and its directors, officers, members, employees, volunteers, representatives, and agents; the Juan Accounting platforms; the payment partners, including Unionbank and Maya; and the activity holders, sponsors, and volunteers.
YOU INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in this Article from any and all liabilities or claims made as a result of participation in this activity, whether caused by the negligence of the released parties or otherwise, including but not limited to: (a) your acts or omissions; (b) your provision of professional services, implementation support, or other products or services; (c) your breach of this Agreement; (d) any errors in data entry, tax calculations, or submissions; (e) any failure to meet filing deadlines; and (f) any disputes with the BIR or other government agencies.
You acknowledge that Ten Elleven Manila Inc. and its directors, officers, volunteers, representatives, and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific activity on their behalf, including but not limited to: BIR portal errors or unavailability; payment partner system failures; third-party application malfunctions; and Internet service provider issues.
You understand that, while participating in this activity, you may be required to supply personal information. You agree to supply all kinds of information to be used for any legitimate purpose by Ten Elleven Manila Inc. in facilitating the filing and payment to the BIR and in providing accounting and financial management services.
The Waiver and Release of Liability provisions shall be interpreted broadly to provide a release and waiver to the maximum extent permissible under applicable law.
THE SUBSCRIBER CERTIFIES THAT HE OR SHE HAS READ THIS DOCUMENT AND FULLY UNDERSTANDS ITS CONTENT. THE SUBSCRIBER IS AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT, AND AGREES TO IT OF HIS OR HER OWN FREE WILL.
ARTICLE 14: WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that, where you have registered to use the Services on behalf of another person, you have the authority to agree to these Terms on behalf of that person, and you agree that, by registering to use the Services, you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
You acknowledge that: (a) you are authorized to use the Services and the Platform and to access the information and Data that you input into the Platform, including any information or Data input into the Platform by any person you have authorized to use the Services; (b) you are also authorized to access the processed information and Data made available to you through your use of the Platform and the Services (whether that information and Data is your own or that of anyone else); (c) we have no responsibility to any person other than you, and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you; and (d) if you use the Services or access the Platform on behalf of, or for the benefit of, anyone other than yourself (whether a body corporate or otherwise), you agree that you are responsible for ensuring that you have the right to do so, you are responsible for authorizing any person who is given access to information or Data, and we have no obligation to provide any person access to such information or Data without your authorization and may refer any requests for information to you to address.
You acknowledge that: (a) the provision of, access to, and use of the Services is on an "as is" and "as available" basis and at your own risk; (b) we do not warrant that the use of the Services shall be uninterrupted or error-free, and, among other things, the operation and availability of the systems used for accessing the Services, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services, and we are not in any way responsible for any such interference or prevention of your access or use of the Services; (c) we do not provide tax, accounting, or legal advice, and the Services do not constitute accounting, audit, tax, financial, legal, or other professional advice, and you should consult your tax professional, accountant, or legal counsel for any tax, accounting, or legal concerns you may have; (d) it is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used; and (e) you remain solely responsible for complying with all applicable accounting, reporting, tax, and other laws, and it is your responsibility to check that the storage of and access to your Data via the Platform complies with the laws applicable to you (including any laws requiring you to retain records).
We give no warranty about the Services. Without limiting the foregoing, we do not warrant that the Services shall meet your requirements or that they shall be suitable for any particular purpose. For the avoidance of doubt, all implied conditions or warranties are excluded insofar as is permitted by law, including (without limitation) the implied warranties of merchantability, fitness for purpose, title, and non-infringement. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy that may not lawfully be excluded, restricted, or modified.
You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business, and that, to the maximum extent permitted by law, any statutory consumer guarantee or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Platform, or these Terms.
Information made available on or through the Juan Platform may, from time to time, contain typographical errors, inaccuracies, or omissions, including in relation to product descriptions, pricing, availability, promotions, and offers. We reserve the right to correct any error, inaccuracy, or omission, and to change or update information, or cancel orders, where any information on the Platform or on any related Services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend, or clarify information on the Platform, including pricing information, except as required by law. No specified update or refresh date applied on the Platform should be taken to indicate that all information on the Platform or on any related Services has been modified or updated.
ARTICLE 15: GENERAL PROVISIONS
Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms if the delay or failure is due to a Force Majeure Event, as defined in Article 1, which includes (without limitation), in addition to the matters enumerated in that definition, BIR portal unavailability or technical issues and payment partner system failures. The affected party shall use reasonable efforts to mitigate the effect of the Force Majeure Event. This Section does not apply to any obligation to pay money or other valuable consideration.
These Terms, together with the Privacy Policy and the terms of any other notices or instructions given to you under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings, and constitute the entire agreement between you and Ten Elleven Manila Inc. relating to the Services and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this shall not constitute a waiver of any other breach. No waiver shall be effective unless made in writing.
You may not assign or transfer these Terms, or any rights or obligations under them, to any other person without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction.
This Agreement shall be governed by and construed in accordance with the laws of the Philippines.
Any dispute or controversy between the Subscriber and Ten Elleven Manila Inc. which may arise out of or in relation to this subscription shall first be settled by friendly discussion. Prior to filing any court action, the parties agree to submit the dispute to mediation under the rules of the Philippine Dispute Resolution Center, Inc. (PDRC). If mediation fails within thirty (30) days, either party may proceed to court.
If there is a failure to amicably settle such dispute or controversy, any party may institute an action in the proper court in the City of Angeles, Pampanga. The Subscriber irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of the venue of any action, suit, or proceeding, and further waives any claim that any such action, suit, or proceeding brought in the courts of the Philippines has been brought in an inconvenient forum. The foregoing, however, shall not limit or be construed to limit the rights of Ten Elleven Manila Inc. to commence proceedings against the Subscriber in any other venue where assets of the Subscriber may be found.
If any part or provision of these Terms is invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision that, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement shall be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing, by email, and shall be deemed to have been given on transmission. Notices to Ten Elleven Manila Inc. must be sent to: general inquiries, help@juan.ac; billing inquiries, accounting@juan.ac; data privacy concerns, dpo@juan.ac; or any other email address notified by email to you by us. Notices to you shall be sent to the email address you provided when setting up your access to the Services.
A person who is not a party to these Terms has no right to benefit under, or to enforce, any term of these Terms.
We reserve the right to amend, vary, or change any information on the Platform and in these Terms upon notice by posting on the Platform or our website. The amended Terms shall take effect upon posting on the Platform or our websites. You are responsible for regularly reviewing these Terms to stay informed of any changes. Your continued use of the Platform constitutes acceptance of the amended Terms.
This Agreement is an electronic contract governed by Republic Act No. 8792 (Electronic Commerce Act of 2000). By accepting these Terms electronically, you acknowledge that: (a) your electronic acceptance constitutes a valid and binding agreement equivalent to a written signature; (b) electronic documents and records generated through the Platform shall have the same legal effect, validity, and enforceability as paper-based documents; and (c) you consent to receive notices, disclosures, and communications electronically, including by email or through the Services, and you agree that such electronic communications satisfy any legal requirement that a communication be in writing.
To the extent permitted by applicable law, any claim arising out of or in connection with these Terms or the Services must be commenced within twelve (12) months after the cause of action accrues, failing which it is permanently barred.
The Services may include third-party or open-source components that are subject to their own terms. In the event of a conflict between these Terms and such terms in respect of those components, the latter shall prevail to the extent of the conflict and solely as to those components.
ARTICLE 16: HELP DESK AND SERVICE AVAILABILITY
In the case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still require technical help, please check the support provided online on our Websites, or, failing that, email us at help@juan.ac.
While we intend that the Services should be available twenty-four (24) hours a day, seven (7) days a week, it is possible that on occasion the Services or the Platform may be unavailable to permit maintenance or other development activity to take place. If for any reason we have to interrupt the Services for longer periods than we would normally expect, we shall use reasonable endeavors to publish in advance details of such activity on the Platform.
We may, at any time and from time to time, modify, update, enhance, suspend, restrict, or discontinue the Services, or any feature or part of them, whether temporarily or permanently. Where a change is likely to materially and adversely affect your use of the Services to which you subscribe, we shall use reasonable efforts to notify you. We may carry out scheduled or emergency maintenance, and may suspend access to the Services in whole or in part where reasonably necessary for maintenance, security, or to address a risk to the Services or any person. We do not warrant that the Services shall be available at all times or without interruption. We may release updates to our software, including automatic updates, to maintain or improve the Services.
We may deliver important announcements through email, such as notifications regarding changes to pricing, changes in payment terms, and account management matters. While we also utilize other platforms to create these advisories, it remains advisable to check your email to stay updated. If you miss a vital message due to your unsubscription, you agree to release Ten Elleven Manila Inc. and its directors, officers, volunteers, representatives, and agents from any responsibility for the errors, omissions, and inconsistencies that may occur. You agree to waive and release us, our directors, officers, employees, and representatives from accountability for your actions where consequences (for example, additional charges or the end-of-life of a product) arise from your being unsubscribed from our mailing list.
Although the Platform may link to other third-party mobile or web applications that are not affiliated with, or owned, operated, or controlled by, Ten Elleven Manila Inc., we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked mobile or web application, unless specifically stated herein. Some of the links on the Platform may be affiliate links, meaning that if you click on the link and purchase an item, Ten Elleven Manila Inc. may receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any business or individual or the content of their mobile or web applications, and we do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements, other conditions of use, and privacy policies of any mobile or web application which you access through a link from the Platform. Your linking to any other off-site mobile or web application is at your own risk.
During your use of the Juan Platform, you may enter into correspondence with, or participate in promotions of, advertisers or sponsors showing their goods or services through the Platform. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. We shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party.
ARTICLE 17: THIRD-PARTY PAYMENT SERVICES
Payments made through the Juan Platform may involve third-party payment service providers ("Third Party PSPs"), including but not limited to Unionbank and Maya. Ten Elleven Manila Inc. is an Operator of Payment Services (OPS) registered with the Bangko Sentral ng Pilipinas (BSP). We do not directly process payment card information and are not liable for any issues related to third-party services. Users must agree to the terms and conditions of these providers before use.
Ten Elleven Manila Inc. does not endorse, and is not responsible or liable for, any acts or omissions of any third parties, disclaims any and all liability in connection with the acts, omissions, or defaults of such third parties, including Third Party PSPs, and makes no representation or warranty of any kind, whether express or implied (including but not limited to the implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, security, or accuracy), as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services.
By using the Platform or the Services, you irrevocably relieve Ten Elleven Manila Inc. from any and all liability in connection with the acts, omissions, or defaults of such third parties, and waive any claim against Ten Elleven Manila Inc. with respect to such other services. Ten Elleven Manila Inc. is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such other services, or your reliance on the privacy practices, data security processes, or other policies of such other services.
In the event of a dispute involving a Third Party PSP, Ten Elleven Manila Inc. shall use reasonable efforts to assist the User in coordinating with the relevant PSP, provided that such assistance shall not be construed as an assumption of liability. You may be required to register for such other services or log into their respective mobile or web applications, and you assume all risk and responsibility for your enablement, access, or use of such other services. By enabling any other services, you expressly permit Ten Elleven Manila Inc. to disclose your data as necessary to facilitate the use or enablement of such other services.
We are responsible for paying to the relevant Third Party PSPs such fees and charges as apply to your use of third-party payment services ("PSP Fees"). We may, from time to time, require you to pay to us such proportion of the PSP Fees as we consider fair and reasonable in our sole discretion for your use of such third-party payment services per transaction order. Where you are to be charged for any part of the PSP Fees, we shall notify you of such additional charges before your next Billing Cycle.
ARTICLE 18: JUAN WALLET
(a) Technology Provider, Not a Custodian of Funds. Juan Wallet is a payment facilitation and disbursement tool integrated into the Platform. Ten Elleven Manila Inc. does NOT hold, custody, or maintain custody of your funds. All funds collected through Juan Wallet are processed, held, and settled by our underlying licensed payment partner, PayMongo Philippines, Inc. ("PayMongo"), a BSP-licensed Electronic Money Issuer or Operator of Payment Services, through its sub-account or sub-merchant infrastructure.
(b) User Relationship with PayMongo. Each Juan Wallet user is provisioned a PayMongo sub-account under PayMongo's master merchant license. By using Juan Wallet, you acknowledge and agree that: (i) PayMongo, not Ten Elleven Manila Inc., is the regulated entity holding your funds; (ii) you are entering into a direct contractual relationship with PayMongo for the custody, settlement, and disbursement of funds, governed by PayMongo's own Terms of Service and Privacy Policy, accessible at [PayMongo Terms of Service URL to be inserted]; (iii) Ten Elleven Manila Inc. acts solely as a technology service provider facilitating the user interface, invoicing, reconciliation, and disbursement instructions; and (iv) any complaint regarding the handling, settlement, or release of funds must be coursed through PayMongo's dispute resolution mechanism in the first instance.
(a) Customer Due Diligence. As a condition for accessing Juan Wallet, you agree to undergo Know-Your-Customer (KYC) and Customer Due Diligence (CDD) procedures required by PayMongo or applicable Philippine law, including but not limited to: (i) Republic Act No. 9160 (Anti-Money Laundering Act of 2001), as amended by R.A. 10365, R.A. 10927, and R.A. 11521; (ii) BSP Circular No. 706 and successor issuances on AML/CFT; (iii) the Revised Implementing Rules and Regulations of the AMLA; (iv) the Terrorism Financing Prevention and Suppression Act (R.A. 10168); and (v) the applicable sanctions lists (UN Security Council, OFAC, and BSP/AMLC consolidated lists).
(b) Documentary Requirements. You agree to submit, and to procure that your authorized representatives submit, valid government-issued identification, proof of address, proof of source of funds, beneficial ownership disclosures, and such other documents as PayMongo or Ten Elleven Manila Inc. may require.
(c) Ongoing Monitoring; Suspension and Termination. Juan Wallet transactions are subject to continuous AML monitoring. We or PayMongo reserve the right to: (i) hold, freeze, or reverse transactions suspected of money laundering, terrorist financing, fraud, or sanctions violations; (ii) report suspicious transactions to the Anti-Money Laundering Council (AMLC) as covered persons or in support of covered persons; and (iii) suspend or terminate your Juan Wallet access without prior notice where required by law.
(a) Invoicing and Collections. Juan Wallet may be used to issue invoices and collect payments from your customers via available payment channels (cards, e-wallets, online banking, over-the-counter, QR Ph, InstaPay, PESONet, and the like) supported by PayMongo. Settled funds are credited to your PayMongo sub-account in accordance with PayMongo's settlement schedule.
(b) Disbursements to Suppliers. Juan Wallet may be used to initiate disbursements to suppliers, employees (where permitted), contractors, and other payees. You represent and warrant that: (i) each disbursement is for a legitimate business purpose; (ii) the recipient is not a sanctioned person or entity; (iii) you have obtained all necessary tax substantiation (Official Receipts, BIR Form 2307, and the like) where applicable; and (iv) disbursements comply with BIR withholding tax rules under the NIRC and applicable Revenue Regulations.
(c) Prohibited Transactions. Juan Wallet shall not be used for: (i) gambling or gaming activities not licensed in the Philippines; (ii) cryptocurrency trading or virtual asset transactions outside licensed channels; (iii) adult content; (iv) firearms, regulated substances, or contraband; (v) pyramid or Ponzi schemes; or (vi) any activity prohibited under Philippine law or PayMongo's Acceptable Use Policy.
(a) Transaction Fees. Juan Wallet transactions are subject to the fees published in our pricing schedule, which may be updated from time to time upon prior notice.
(b) Reserves and Holds. PayMongo may, in its discretion, impose rolling reserves, transaction holds, or settlement delays based on risk profile, chargeback history, or regulatory requirements. Ten Elleven Manila Inc. has no control over such holds.
(c) Chargebacks and Reversals. You acknowledge that card-funded and certain e-wallet transactions are subject to the chargeback rights of the payor under card network rules (Visa, Mastercard, JCB) and BSP consumer protection rules under BSP Circular No. 1160 (Financial Consumer Protection Framework) and the Financial Products and Services Consumer Protection Act (R.A. 11765). You are solely liable for chargebacks, refunds, and associated fees.
By enrolling in Juan Wallet, you provide your express, informed, and written consent under R.A. 10173 (Data Privacy Act of 2012) and NPC Circular No. 2023-04 for Ten Elleven Manila Inc. to share your personal data, business information, transaction data, and KYC documents with PayMongo Philippines, Inc. and its sub-processors, for the purposes of: (i) account provisioning and sub-account creation; (ii) KYC, CDD, and AML monitoring; (iii) transaction processing, settlement, and reconciliation; (iv) fraud prevention and risk management; (v) regulatory reporting to the BSP, AMLC, BIR, and other authorities; and (vi) dispute resolution and chargeback handling.
(a) No Liability for PayMongo Acts or Omissions. Ten Elleven Manila Inc. shall not be liable for: (i) PayMongo's failure to process, settle, or release funds; (ii) PayMongo's account suspension, termination, or fund hold decisions; (iii) downtimes or technical failures attributable to PayMongo or its upstream providers; (iv) chargebacks, refunds, or reversals; or (v) losses arising from your customer's fraudulent payment.
(b) Indemnity. You agree to indemnify and hold harmless Ten Elleven Manila Inc., its directors, officers, employees, and affiliates from any claim, loss, fine, penalty, or expense arising from your use of Juan Wallet, including chargebacks, fraudulent transactions originating from your account, AML violations, or breach of these Terms.
You acknowledge that the regulation of payment systems in the Philippines is governed by R.A. 11127 (National Payment Systems Act) and its IRR, BSP Circular No. 1049 (Rules on Payment System Oversight), BSP Circular No. 1108 (Operators of Payment Services), and related issuances. You agree to use Juan Wallet only in a manner compliant with these laws, and to cooperate fully in any regulatory inquiry, audit, or examination by the BSP, AMLC, BIR, NPC, or other competent authority.
ARTICLE 19: CONTACT INFORMATION
For questions or concerns about these Terms, contact us at: general support, help@juan.ac; billing inquiries, accounting@juan.ac; and Data Privacy Officer, dpo@juan.ac.
Address: 6F Entec2, Teresa Avenue corner Plaridel Street, Santo Rosario (Pob.), Nepo Center, 2009 Angeles City, Pampanga, Region III (Central Luzon), Philippines.
Website (Juan Accounting): https://juan.ac/.
