Terms and Conditions ("Terms", "Agreement")
Effective Date: September 30, 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.
"Business Plan" means a Plan designated by us as a Business Plan, being a Commitment-Bound Subscription under which you subscribe, for a fixed term, to a specified number of Committed Organizations at a fixed recurring Fee, as set out in the applicable Plan documentation, Proposal, or order form.
"Committed Organizations" means the number of Organizations specified in your Business Plan, on which the Fees for that Business Plan are calculated, irrespective of the number of Organizations you actually create, onboard, use, or retain at any given time.
"Committed Organizations" means the number of Organizations specified in your Business Plan, on which the Fees for that Business Plan are calculated, irrespective of the number of Organizations you actually create, onboard, use, or retain at any given time.
"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.
"Minimum Term" means, in respect of a Subscription billed on a monthly Billing Cycle, or on a pay-as-you-go or other usage-based basis, a minimum period of two (2) consecutive months, commencing on the date such Subscription (or such billing basis) takes effect, including the date on which a change to a monthly Billing Cycle or to a pay-as-you-go or other usage-based basis takes effect under Section 7 (Change of Plan), for which the Fees applicable to such Subscription are payable in full in accordance with Section 6 (Plans, Subscriptions and Service Fees).
"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
2.1 Juan Platform Overview
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.
2.2 Grant of License
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.
2.3 Subscriber and Invited User Responsibilities
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.
2.4 Account Security
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.
2.5 OCR and Data Processing Acknowledgment
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.
2.6 General Obligations
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
3.1 Centralized Billing Through Juan Accounting
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.
3.2 Service Fees
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.
3.3 Price Changes
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.
3.4 Taxes
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.
3.5 Preferential Pricing and Discounts
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.
3.6 Change of Plan
(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, Business Plan, 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.
(d) Minimum Term. Where a change of Plan under this Section results in your Subscription becoming billed on a monthly Billing Cycle, or on a pay-as-you-go or other usage-based basis, a new Minimum Term under Article 3.11 (Plans, Subscriptions and Service Fees) shall commence on the effective date of that change.
3.7 Committed Organizations; No Organization Replacement
(a) Number of Committed Organizations. Each Business Plan specifies a number of Committed Organizations. The recurring Fee for that Business Plan is calculated on the basis of that Committed Organization count and is fixed for the entire term, regardless of how many Organizations you actively use, onboard, or retain at any given time.
(b) Organizations Are Not Interchangeable. Once an Organization is onboarded under your Business Plan, it occupies a Committed Organization slot for the remainder of the term. Organizations are not interchangeable or transferable. If an Organization ceases to be your client, leaves, or is otherwise removed or deactivated, that slot is not freed up for substitution with a different Organization.
(c) No Reduction in Fees. The loss, removal, deactivation, or inactivity of any onboarded Organization does not reduce, suspend, offset, or otherwise affect your recurring Fee, minimum commitment, or lock-in obligations for the remainder of the term.
(d) No Replacement Right. You acknowledge that the replacement or substitution of an Organization is not a feature, entitlement, or right under any Business Plan or any other Plan. Any accommodation of a replacement or substitution request, whether granted in the past or in the future, is a discretionary courtesy extended by us on a case-by-case basis, and creates no right, precedent, waiver, or expectation of any future replacement or substitution.
(e) Changes at Renewal. The Committed Organization count and the composition of Committed Organizations may be adjusted only upon renewal of the Business Plan, subject to the pricing and terms then in effect.
(f) Relationship to Section 3.6. This Section 3.7 applies in addition to, and does not limit, Section 3.6(b) (Commitment-Bound Subscriptions). In the event of a conflict between this Section 3.7 and a separately executed Partnership Agreement, Commitment Contract, CAS Contract, Enterprise Agreement, or similar written agreement, the executed written agreement shall prevail in accordance with Section 3.6(c).
3.8 No Refunds
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.
3.9 Billing and Payment Processing
(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. Where your Subscription is subject to a Minimum Term under Section 3.11 (Minimum Term), this authorization extends to, and you agree that we may charge in a single transaction, the aggregate Fees payable in respect of the entire Minimum Term.
(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.
3.10 High-Risk Transactions and Order Management
(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.
3.11 Minimum Term
(a) Unless your Plan is a Growth Plan, Custom Plan, or other Plan subject to a separately executed order form or agreement, any Subscription billed on a monthly Billing Cycle, or on a pay-as-you-go or other usage-based basis, is subject to a Minimum Term of two (2) consecutive months. Quarterly and annual Plans are not subject to a Minimum Term. The Minimum Term applies on a per-Organization basis to every Subscription, regardless of the country or territory from which the Services are accessed or used.
(b) Upon the commencement of a Minimum Term, whether upon initial sign-up or upon a change to a monthly Billing Cycle or to a pay-as-you-go or other usage-based basis under Article 3.6 (Change of Plan), you authorize us to charge, and we shall charge, the Fees payable in respect of the entire Minimum Term at that time, together with any proration applicable to a partial first month.
(c) Following expiry of the Minimum Term, your Subscription shall continue, and Fees shall be charged, on the standard monthly Billing Cycle or other usage-based basis applicable to your Plan for each subsequent Billing Cycle, unless a new Minimum Term commences under this Section 3.11 or Section 3.6 (Change of Plan).
ARTICLE 4: USAGE LIMITATIONS AND FAIR USE
4.1 General Usage Limitations
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.
4.2 Fair Use Policy: Detailed Usage Caps
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.
4.3 Commitment-Tiered Features
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.
4.4 Limits and Enforcement
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.
4.5 Free Trials and Beta Features
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.
4.6 Data Retention and Deletion
We retain Content in accordance with this Section and our Privacy Policy. Content associated with an active Organization on a Free Plan will generally be retained for so long as the Organization remains active, subject to Article 4 (Usage Limitations and Fair Use), this Section, and applicable law.
For purposes of this Section, a “transaction” means an entry that has been recorded and posted to the Organization’s ledger and affects the ledger balance, including an invoice, bill, credit note, payment, or journal entry. Draft, unposted, unsaved, deleted, voided, reversed, or otherwise unrecorded entries, and any other item that does not affect the ledger balance, do not constitute transactions.
If an Organization on a Free Plan records no transaction for a continuous period of 540 days, we may, in our sole discretion, deactivate the Organization. Deactivation suspends access to the Organization but does not, by itself, delete any Content.
If, following deactivation, the Organization records no transaction for a further 60 days, such that 600 consecutive days have elapsed since its last recorded transaction, we may permanently and irreversibly delete the Organization and all associated Content, data, and records.
At any time before the applicable deactivation or deletion occurs, the Organization may avoid such action by either (a) recording a transaction or (b) subscribing to a paid or custom plan.
We may, in our sole discretion and on a best-efforts basis, attempt to notify the Account using the contact details on file before deactivation and/or deletion. We are not required to provide such notice and shall not be responsible for any failure, delay, or inability to do so, including where contact details are inaccurate, outdated, incomplete, or undeliverable. Failure to receive or read any notice does not affect the validity or effectiveness of any deactivation or deletion under this Section.
Any deletion under this Section is permanent and irreversible. We make no representation or warranty that deleted Content, data, or records can or will be recovered and, except to the extent required by applicable law, have no obligation to retain or restore any backup, copy, archive, or other reproduction of deleted Content.
To the fullest extent permitted by applicable law, we shall not be liable for any loss, damage, cost, or claim arising out of or relating to any deactivation or deletion under this Section, including any loss of Content, data, business, profits, revenue, opportunity, or goodwill, whether direct, indirect, incidental, special, exemplary, punitive, or consequential, and whether arising in contract, tort (including negligence), strict liability, statute, or otherwise, even if advised of the possibility of such loss or damage.
4.7 One Business Day Lead-Time for BIR Filing (JuanTax)
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.
4.8 Use of e-BIR Portal (JuanTax)
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/.
4.9 Use of eSubmission (JuanTax)
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.
4.10 Automated BIR Notices (JuanTax)
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.
4.11 Tax Computation Disclaimer
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)
5.1 Overview
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).
5.2 Payment Settlement
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.
5.3 Payment Posting and Cut-Off Times
(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.
5.4 Availability and System Dependencies
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.
5.5 Payment Confirmation
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.
5.6 Security Features
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.
5.7 Irreversibility of Transactions
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.
5.8 Non-Refundable Fees
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.
5.9 Third-Party Services Disclaimer
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.
5.10 Authorization and Validation
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.
5.11 Limitation of Liability for JuanTax Payments
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.
5.12 System Failures and Technical Issues
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.