Contractor Standard Terms & Conditions
These Contractor Terms and Conditions (“Terms”) is entered into by Project Global Management Services Corp. (“PGMS”), 3rd Floor R.A Nocon Bldg. 240 E. Rodriguez Highway Manggahan, Rodriguez (Montalban), Rizal, Region Iv-A (Calabarzon), 1860 and the individual or Limited Company stated in the associated SOW, hereinafter the “Contractor”.
DEFINITIONS
“Assignment” means the assignment specified in the SOW
“Client” as for whom the final services will be received as detailed in the SOW
“Terms” the contractual agreement between both parties formed by the signing of the SOW associated (via the hyperlink in the SOW) with these terms and conditions
“Contractor” Limited Company or Self-Employed individual
“Services” services agreed to be provided by the Contractor to PGMS
“SOW(s)” (Statement of Works) means the purchase order or such other document issued by PGMS to the Contractor confirming the Contractor’s Assignment with the Client including the details which are set out in the SOW. The SOW is associated with these terms via a hyperlink specified in the SOW
“Day(s)” a working day not including national or bank holidays or weekends (the Philippines workday calendar will be used as the international reference point).
IT IS HEREBY AGREED as follows:
1. Orders
1.1 All orders placed by PGMS for the Contractor will be confirmed with a SOW setting out the full details of the services of these terms and conditions of business. SOW’s can be in the form of email, text or electronic signature application from a PGMS employee.
1.2 The Contractor agrees to accept email as a method by which PGMS can communicate business requirements and services. All communication using this method will be sent to the email address supplied by the Contractor at registration.
2. Relationship
Relationship between Contractor and Project Global Management Services Corp.
2.1 PGMS will engage the services of the Contractor on a demand basis only. This will result in work being carried out over a variety of working hours or days depending on the specific requirements of the SOW.
2.2 Contractor will not at any time be deemed as, or treated as, employee of PGMS or any client of PGMS. Neither PGMS nor the Contractor will consider their partnership as “exclusive” and as such will not enjoy a preferred status.
2.3 It is understood that the Contractor will be a registered freelancer or a Limited company. Accordingly, PGMS will not at any time be liable for any local employment taxation or social security contributions (SSS), PhilHealth, Pag-IBIG Fund, or other mandatory contributions under Philippine law liabilities arising on the Contractor as a result of completing any work for PGMS pursuant to these terms and conditions.
Reporting Relationship
2.4 The Contractor may receive an order directly from the Client on where the services are required. All orders will be confirmed in SOW that will be sent by PGMS. Stories and correspondence will be submitted by the Contractor directly to the Client.
3. Expenses
3.1 For detailed information please refer to a SOW and Expense Policy attached to these Terms
3.2 Accurate expense claims must be submitted before month end for payment in the proceeding month
4. Contractor’s Warranty and Indemnity
4.1 The Contractor is aware that PGMS’s mission is to provide “Service with Integrity and Professionalism” and agrees to obtain knowledge of and comply with all PGMS’ procedures and work instructions, which form part of its commitment to provide the highest levels of quality and service to customers.
4.2 The Contractor shall indemnify and keep PGMS indemnified against:
a) Any claims made against PGMS by any third party (including for the avoidance of doubt any Client of PGMS or any person engaged by that client) relating to the order set out in the SOW including, without limitation, all costs, damages, fees, judgment, expenses, and liability whatsoever incurred by PGMS in relation to any such claim.
b) All actions, proceedings, costs, claims, demands, awards, fines, orders, and liabilities whatsoever arising in connection with the Contractor’s provision of service pursuant to the SOW.
5. Payment Terms
5.1 The Contractor will invoice PGMS on a monthly basis. Invoices will be paid within 7 days by PGMS where the following apply:
a) An authorized timesheet has been received and matches the Contractor invoice for authorized and accepted work as set out in the SOW.
b) The invoice and authorised timesheet are received by the first Monday of the first full week of any month.
5.2 PGMS shall be entitled to withhold or reduce any payment due to the Contractor in relation to the following:
a.) Any liability arising directly or indirectly from the Contractor’s breach of any provision of these terms and conditions of business as notified in writing by PGMS to the Contractor;
b.) Any damages suffered by PGMS and notified to the Contractor in writing pursuant to clause 2 of these terms and conditions of business;
c.) The Contractors acknowledgment (whether by credit note, verbal or written confirmation) that PGMS are entitled to withhold or reduce a payment;
d.) Any instance where PGMS shall be required to make a payment to a third party as a result of the Contractor’s breach of these terms and conditions of business.
5.3 Invoices submitted by the contractor after 60 days of completion of a project will not be paid by PGMS.
6. Price
The price at which subcontracted services are agreed between the parties, are contained in the SOW. The payment will be made in Philippine Pesos, subject to applicable Bangko Sentral ng Pilipinas (BSP) foreign exchange regulations and withholding tax obligations under Philippine law.
7. Termination
7.1 Either party giving the other party in writing the period of notice specified in the SOW may terminate an Assignment. Either party may terminate these Terms and any active SOW(s) by providing the greater of thirty days or as required under Philippine law notice to the other party.
7.2 Notwithstanding sub-clauses 7.1 and 7.5 of these Terms, where required by the Client, PGMS may without notice and without liability instruct the Contractor to cease work on any assignments at any time, where:
a.) The Contractor has acted in breach of the rules, regulations, and policies applicable to the Client’s own staff that are applicable to independent contractors;
b.) The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time;
c.) The Contractor becomes insolvent, dissolved, or subject to a winding up petition;
d.) For any reason, the Contractor proves unsatisfactory to the Client.
7.3 Failure by the Contractor to give notice of termination as required in the SOW shall constitute a breach of contract and shall entitle PGMS to claim damages for the length of the breached notice period from the Contractor for any resulting loss suffered by PGMS.
7.4 If the Contractor is unable for any reason to provide services for an Assignment, the Contractor should inform PGMS by no later than 8.00am on the first day of absence to enable alternative arrangements to be made.
7.5 The Contractor acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between PGMS and the Client. In the event that the contract between PGMS and the Client is terminated for any reason, the Assignment shall cease with immediate effect without liability to PGMS.
8. Complete Agreement
8.1 This agreement is the entire agreement between the parties and any special terms and conditions are as specified in the SOW. All changes hereto are to be in writing and agreed between the parties.
8.2 If any provision of these terms and conditions of business is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions of business and the remainder of the provision in question should not be affected.
9. Confidentiality
9.1 By entering into this contract, the Contractor may from time to time be made aware of confidential information.
9.2 PGMS regards the following categories of information as examples of material that would be considered as confidential:
a.) Client lists or individual names
b.) Pricing and rates structure
c.) Supplier agreements
d.) Technical developments
e.) Employee records and financial records
f.) Written content produced by the Contractor for any Client
g.) Instructions from Clients or PGMS to the Contractor
The above list is a guide and is not intended to be exhaustive.
9.3 As a condition of this contract, the Contractor will not, during the continuance of this contract, nor after the termination thereof, disclose or in any way make use of or benefit from any of the confidential knowledge, financial or other information including but not limited to the information referred to in paragraph 9.2, or any other products or systems of PGMS, its parent, or associated companies or any other organisation or individual with whom their work brings them into contact.
9.4 All notes, memoranda or any other material whatsoever relating to the business of PGMS shall remain the property of PGMS and shall together with any copies be returned to PGMS on demand and in the event of the termination of this contract.
9.5 The Contractor’s attention is drawn to the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules and regulations. Any data relating to living individuals whether or not employed by PGMS, which is processed or held by the Contractor during PGMS’ business, must be regarded as confidential. It must not be disclosed to any unauthorized person or used for any purpose for which its use is not registered under the above Act.
10. Non-Waiver
10.1 A waiver by PGMS of a breach of a provision of these terms and conditions of business should not be considered as a waiver of a subsequent breach of the same or another provision;
10.2 The rights to terminate these terms and conditions of business given by clause 8 shall not prejudice any other right or remedy of PGMS in respect of the breach concerned or any other breach;
10.3 On termination of these terms and conditions of business for any reason, subject as otherwise provided in these terms and conditions of business and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under these terms and conditions of business.
11. Personal Liability / Insurance Cover
11.1 PGMS will not provide to the Contractor, any insurance cover such as professional indemnity, public liability, travel, medical or personal accident insurance.
11.2 Contractor shall take out and maintain and shall ensure that its Personnel take out and maintain, adequate professional indemnity and public liability insurance with a reputable insurance company against such liability. Contractor and Personnel shall, on request, promptly show PGMS such policies of insurance, the premium receipts and insurance certificates. Where possible, the Contractor shall notify its insurers of its interest on its insurance policies.
11.3 The risks to be covered are as follows:
a.) not less than PHP 391,650,000 or equivalent local currency for loss sustained by reason of death or personal injury by the Contractor or Personnel or any third party whilst performing the services required under this contract;
b.) not less than PHP 391,650,000 or equivalent local currency for any claims by any third party for which PGMS or the customer may become liable as a result of any act or omission of Contractor in providing the services required under these Terms, including any claim which PGMS or the customer may have directly or indirectly, in respect of the performance of such services.
11.4 The Contractor shall (and shall procure that all Personnel shall) comply with all reasonable standards of health and safety and comply with the Client’s health and safety procedures in force at the premises where the Services are carried out and ensure that Personnel shall report to the Contractor any unsafe working practices, which the Contractor will then be obliged to address, provided that the Contractor informs and consults PGMS before contacting the Client about such an issue.
11.5 The Contractor shall have liability for and shall indemnify PGMS for all and any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any negligent or reckless act, omission, or default in respect of the provision of the Services by the Contractor, its Personnel and/or any Substitute engaged pursuant to these Terms.
12. Status and Tax Liability
12.1 Contractor acknowledges that it is engaged as an independent Contractor, and Contractor acknowledges, and shall procure that its Personnel acknowledge, that nothing in these Terms shall constitute or suggest a relationship of an employee, agent, director, or partner of PGMS and/or Client; and Contractor and Personnel are therefore not eligible for the benefits provided by PGMS or Client.
12.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify PGMS for and in respect of:
a)Any income tax, value-added tax (if applicable), and mandatory contributions to SSS, PhilHealth, and Pag-IBIG, as well as any other liabilities under Philippine tax and social legislation and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. PGMS shall, however, withhold and remit to the Bureau of Internal Revenue (BIR) the applicable withholding taxes on payments to the Contractor, unless the Contractor provides a valid BIR Certificate of Exemption or ruling. The Contractor shall further indemnify PGMS against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by PGMS in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b) Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against PGMS arising out of or in connection with the provision of the Services.
12.3 PGMS may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.
12.4 Neither Contractor nor any Personnel have authority to, and Contractor shall not, and shall ensure that none of its Personnel shall, make any representations or incur any liability or enter into any contracts or arrangements involving either PGMS or Client in any financial or other commitments.
12.5 These Terms does not appoint Contractor or Personnel as agent of either PGMS or Client, nor does it create any partnership or joint venture or in any manner operate to create any obligation on PGMS or Client in respect of any liability of Contractor or Personnel.
12.6 Contractor shall indemnify PGMS and/or Client in respect of any claims that may be made against either of them by any person, firm, company, or government agency relating to the provision of Services by Contractor under these Terms.
12.7 These Terms shall not constitute a contract of employment for any purposes whatsoever, and Contractor will be solely responsible for National Insurance contributions for any Personnel, and for all or any taxes payable in respect of fees and reimbursements paid under these Terms and will indemnify PGMS and/or Client in respect of any claims that may be made against either of them by the relevant authorities.
12.8 During the continuance of these Terms, Contractor shall, and shall procure that its Personnel shall (unless prevented by accident or ill-health) devote such of its time, attention, and abilities to the business of PGMS as may be necessary for the proper provision of its Services as Contractor or Personnel. However, this will not prevent Contractor or Personnel from acting in a similar or any other capacity for any other person, firm, or corporation (but subject to the confidentiality and restriction clauses in these Terms).
12.9 Contractor shall not, and shall procure that none of its Personnel shall, make any recommendations to a Client which would benefit or involve any third party in which the Contractor or Personnel or any person connected with either of them has a financial interest or material interest, unless it has fully disclosed such interest to PGMS and the Client and PGMS gives its written consent. All contractual protections granted to or reserved in these Terms by PGMS, including warranties, limitation of liabilities, remedies, indemnification, and confidentiality, shall accrue to and are for the benefit of Client.
12.10 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
12.11 Each party irrevocably agrees that the courts of the Philippines shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
SCHEDULE 1
CRIMINAL DISCLOSURE / CONFIDENTIALITY / PDPO
To be completed by all Contractor Personnel who will access client data or premises
The Contractor shall disclose any past or pending criminal convictions, charges, or proceedings prior to the commencement of any engagement under this Agreement, to the extent permitted by applicable Philippine law. Such disclosure shall form part of the Contractor’s representations and warranties to the Company.
All disclosed information shall be treated with the strictest confidentiality and shall be collected, used, and processed solely for the legitimate purpose of assessing the Contractor’s suitability for engagement, in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and applicable issuances of the National Privacy Commission (NPC).
Project Global acknowledges that information relating to criminal convictions or proceedings constitutes Sensitive Personal Information under Philippine law and shall be processed only on a need-to-know basis, subject to appropriate organizational, physical, and technical safeguards.
Project Global may take reasonable and proportionate steps to verify the accuracy of the disclosed information, which may include requesting supporting documentation or lawful certifications from relevant Philippine authorities, but only:
- after the Contractor has been shortlisted or conditionally engaged; and
- upon obtaining the Contractor’s freely given, specific, informed, and written consent, or where such verification is otherwiserequiredor authorized by law.
Any failure to disclose relevant criminal history, or any intentional misrepresentation or omission by the Contractor, shall constitute a material breach of this Agreement and may result in immediate termination of the engagement, forfeiture or withholding of compensation for incomplete or rejected deliverables, and the exercise of any other remedies available under applicable law or this Agreement.
Project Global further acknowledges that any disclosed criminal history shall be evaluated on a case-by-case basis, taking into account the nature and seriousness of the offense, the time elapsed since conviction or resolution, relevance to the engagement, evidence of rehabilitation, and the overall context, in accordance with principles of fairness, proportionality, and non-discrimination.
Do you have any criminal convictions, charges, or proceedings that you are legally required to disclose under applicable Philippine law?
If Yes, please state these on the associated SOW
Confidentiality
As a supplier to PGMS I shall:
- Keep confidential all information relating to Work Results, Intellectual Property Rights in the Work Results, and PGMS’, the Client’s or any other PGMS Client’s business and affairs (including, for the avoidance of doubt, Payment Rates) (“Confidential Information”) which may become known to me in connection with the supply of the Services.
- Not use any Confidential Information except for the purposes of performing the Services.
- Immediately enter into any assignments of the Intellectual Property Rights relating to the Work Results or any confidentiality undertakings that PGMS or the Client may reasonably require me to enter into.
- Not remove from the Client’s premises, without the Client’s express written permission, any material (whether physical or electronic) that contains Confidential Information.
- Upon request, promptly return to PGMS (or as PGMS may direct) all materials in my possession or control that belong to the Client or PGMS and/or contain Confidential Information, and permanently delete any electronic copies that I am not required by law to retain.
Personal Data (Data Privacy Act of 2012)
The Data Privacy Act of 2012 (Republic Act No. 10173), together with its Implementing Rules and Regulations and applicable issuances of the National Privacy Commission (NPC), governs the collection, use, processing, storage, retention, and disclosure of personal data in the Philippines.
PGMS is committed to ensuring that any personal data collected and processed is accurate, relevant, not excessive, and kept up to date where necessary, and is processed fairly and lawfully in accordance with the principles of transparency, legitimate purpose, and proportionality under Philippine data protection laws. All personal data shall be collected, used, retained, and disclosed solely for legitimate purposes directly related to the operation of our business and the management of your engagement, and in compliance with applicable legal requirements.
As a contractor, you have rights under the Data Privacy Act, including the right to be informed, the right to access, the right to object, and the right to request correction or rectification of personal data held by us, subject to applicable limitations under law.
To enable PGMS to keep you informed and updated, we may contact you by letter, email, text message, phone call, or other electronic means for administrative, operational, and engagement-related purposes. Where required by law, such communications shall be conducted with your consent, which must be freely given, specific, informed, and evidenced in accordance with NPC requirements.
Disclosure Declaration
In accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and applicable issuances of the National Privacy Commission (NPC), I hereby give my freely given, specific, informed, and written consent to the following:
(a) Disclosure for Legitimate Purposes
PGMS may disclose relevant contents of my personnel file to its authorized employees, agents, service providers, or clients strictly on a need-to-know basis and solely for legitimate business, operational, engagement-related, employment-related, compliance, or statutory purposes, in accordance with applicable law.
(b) Verification of Information
PGMS and/or its clients may verify any information provided by me in my application, onboarding documents, or personnel records, including through lawful and proportionate third-party background or credential verification, where appropriate and with my consent where required by law.
(c) Retention of Records
PGMS may retain copies of background verification records, supporting documents, or equivalent certifications, where applicable, for compliance, audit, operational, or statutory purposes, and only for as long as necessary to fulfill such purposes or as otherwise required under applicable Philippine law, after which such data shall be securely disposed of.
I acknowledge that all personal data relating to me shall be collected, used, processed, stored, retained, and disclosed in accordance with the Data Privacy Act of 2012, and solely for purposes directly related to my engagement, assignment, or employment with PGMS, subject to appropriate organizational, physical, and technical safeguards.
SCHEDULE 2
STANDARDS AND SAFEGUARDS
To be completed by all Contractor Personnel who will access client data or premises
Quality Charter
To provide the best service to you and our clients we require everyone who works with us to agree to the following conditions:
- Represent yourself and PGMS in a courteous and professional manner;
- Respect your colleagues and delegates irrespective of sex, age, colour, religion, creed, disability or marital status, in accordance with our equal opportunities policy;
- At all times respect the client’s rules, regulations, and policies applicable to independent contractors;
- Honour the terms and conditions of your contract;
- Inform us of any disputes or issues as soon as possible.
Policy Statement on Equal Opportunities
Diversity and Equal Opportunity is about those human qualities that are different from our own and outside the groups to which we belong. Diversity not only includes race, ethnicity, and gender, but also ability/disability, education, age, class, and many other differences.
PGMS is committed to a policy of equal opportunities for all. We do not discriminate on grounds of race, colour, creed, ethnic or national origin or on grounds of sex, marital status, disability, or age.
It is the specific responsibility of all representatives of PGMS, to ensure that this policy is fully implemented, and they are aware of their responsibilities and the legal obligations that fall upon them and upon this company. All representatives of PGMS will comply with the legislation relating to sex and race discrimination. Discrimination against any person on the grounds of their ethnic origin, their sex or marital status will be regarded as serious misconduct and may result in dismissal.
Company Property and Copyright
All written material, whether held on paper, electronically or magnetically which was made or acquired by you during the course of your contract with us, is the property of our Client and, where appropriate, either the Client’s or our copyright. At the time of termination of your contract with us, or at any other time upon demand, you shall return to us any such material in your possession.
Any work produced and submitted by you to the Client shall be the property of the Client. Any work produced and submitted by you to the Client is work made for hire under applicable copyright laws, specially commissioned by Client. Any contribution you make to the work and all rights, title, and interest in the copyright thereon shall be the sole and exclusive property of the Client and shall be copyrighted solely in the name of the Client. To the extent that the work is not considered a work for hire, you assign to the Client the ownership of such work, including but not limited to, all copyright and intellectual property rights. These rights include, but are not limited to, the sole and exclusive right to print, publish, sell, copy, distribute, and license others to use the work in any form or medium, now, or hereafter existing, or in any language, during the full term of the copyright therein and throughout the world.
Password Protection
Passwords are an important aspect of computer security. A poorly chosen password may result in unauthorised access and/or exploitation of a company’s resources. All Contractors with access to company systems are responsible for taking appropriate steps to select and secure their passwords. Passwords must not be shared with anyone. All passwords are to be treated as sensitive, confidential information.
Monitoring
We reserve the right to monitor all email/IM and Internet activity on the PGMS or client network by you for the purposes of ensuring compliance with our policies and procedures and of ensuring compliance with the relevant regulatory requirements, and you hereby consent to such monitoring. Information acquired through such monitoring may be used as evidence in disciplinary proceedings.
Use of Social Networking Sites
Any work-related issue or material that could identify an individual who is a client or work colleague, which could adversely affect the Company, a client, or our relationship with any client, must not be placed on a social networking site. This means that work-related matters must not be placed on any such site at any time either during or outside of working hours and includes access via any computer equipment or mobile device.
ANTI-BRIBERY / WHISTLE BLOWERS POLICY AND PERSONAL HARRASSMENT POLICY
To be completed by all Contractor Personnel who will access client data or premises
ANTI-BRIBERY POLICY
Bribery is a criminal offence. The Company prohibits any form of bribery. We require compliance from everyone connected with our business, with the highest ethical standards and anti-bribery laws applicable. Integrity and transparency are of utmost importance to us, and we have a zero-tolerance attitude towards corrupt activities of any kind, whether committed by associates or by third parties acting for or on behalf of the Company.
Policy
It is prohibited, directly or indirectly, for any associate or person working on our behalf to offer, give, request or accept any bribe, i.e. gift, loan, payment, reward or advantage, either in cash or any other form of inducement, to or from any person or Company in order to gain commercial, contractual or regulatory advantage for the Company, or in order to gain any personal advantage for an individual or anyone connected with the individual in a way that is unethical.
Suspicion
If we suspect that you have committed an act of bribery or attempted bribery, an investigation will be carried out and, in line with our disciplinary procedure where appropriate, action may result in the cessation of our business arrangement with you.
Reporting
If you, as an associate or person working on our behalf, suspect that an act of bribery or attempted bribery has taken place, even if you are not personally involved, you are expected to report this to your PGMS contact. You may be asked to give a written account of events.
Gifts and Hospitality
We realise that the giving and receiving of gifts and hospitality as a reflection of friendship or appreciation where nothing is expected in return may occur, or even be commonplace, in our industry. This does not constitute bribery where it is proportionate and recorded properly. As the law is constantly changing, this policy is subject to review and the Company reserves the right to amend this policy without prior notice.
WHISTLE BLOWERS POLICY
Under certain circumstances, associates are protected from suffering any detriment or termination of employment if they make disclosures about organisations for whom they work.
Qualifying Disclosures
- Certain disclosures are prescribed by law as “qualifying disclosures”. A “qualifying disclosure” means a disclosure of information that the associate genuinely and reasonably believes is in the public interest and shows that the Company has committed a “relevant failure” by:
- committing a criminal offence;
- failing to comply with a legal obligation;
- a miscarriage of justice;
- endangering the health and safety of an individual;
- environmental damage; or
- concealing any information relating to the above.
- These acts can be in the past, present, or future, so that, for example, a disclosure qualifies if it relates to environmental damage that has happened, is happening, or is likely to happen. The Company will take any concerns that you may raise relating to the above matters very seriously.
- We encourage you to use the procedure if you are concerned about any wrongdoing at work. However, if the procedure has been invoked for malicious reasons or in pursuit of a personal grudge, then you will be liable to immediate termination of contract or such lesser disciplinary sanction as may beappropriate inthe circumstances.
SCHEDULE 3
The Procedure
- In the first instance, you should report any concerns you may have to your Account Manager or a Company Director who will treat the matter with complete confidence. If you are not satisfied with the explanation or reason given to you, you should raise the matter with theappropriate officialorganisation or regulatory body.
- If you do not report your concerns to your Account Manager or aCompany Directoryou should take them direct to the appropriate organisation or body.
Treatment by others
Bullying, harassment, or any other detrimental treatment afforded to a colleague who has made a qualifying disclosure is unacceptable. Anyone found to have acted in such a manner will be subject to disciplinary action.
PERSONAL HARRASSMENT POLICY
- Harassment or victimisation on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation is unacceptable.
- Personal harassment takes many forms ranging from tasteless jokes and abusive remarks to pestering for sexual favours, threatening behaviour, and actual physical abuse. Whatever form it takes, personal harassment is always taken seriously and is unacceptable in the workplace.
- We recognise that personal harassment can exist in the workplace, as well as outside, and that this can seriously affect associates’ working lives by interfering with their job performance or by creating a stressful, intimidating and unpleasant working environment.
Policy
- We deplore all forms of personal harassment and seek to ensure that the working environment is sympathetic to all our associates.
- We have published these procedures to inform associates of the type of behaviour that is unacceptable and provide associates who are the victims of personal harassment with a means of redress.
- We recognise that we have a duty to implement this policy and all associates are expected to comply with it.
Examples of Personal Harassment
Personal harassment takes many forms, and associates may not always realise that their behaviour constitutes as harassment. Personal harassment is unwanted behaviour by one associate towards another and examples of harassment include:
- insensitive jokes and pranks;
- lewd or abusive comments about appearance;
- deliberate exclusion from conversations;
- displaying abusive or offensive writing or material;
- unwelcome touching; and
- abusive, threatening, or insulting words or behaviour.
These examples are not exhaustive and disciplinary action at the appropriate level will be taken against associates committing any form of personal harassment.
SCHEDULE 4
ANTI-MONEY LAUNDERING (AML) AND COUNTERING THE FINANCING OF TERRORISM (CFT) POLICY
To be completed by all Contractor Personnel who will access client data or premises
These Anti-Money Laundering (“AML”) and Counter-Terrorist Financing (“CFT”) Policy and Procedures are adopted by PGMS in compliance with the Anti-Money Laundering Act of 2001, as amended (Republic Act No. 9160, as amended by RA 9194, RA 10167, and RA 11521) (“AMLA”), the Anti-Terrorism Act of 2020 (Republic Act No. 11479), the Proceeds of Crime Act, and other applicable Philippine laws and regulatory guidance issued by the Anti-Money Laundering Council (AMLC) or other competent authorities.
PGMS is committed to preventing its business operations, services, systems, and personnel from being used for money laundering, terrorist financing, or any other illicit financial activity. PGMS will implement appropriate and proportionate risk-based measures to identify, assess, and mitigate related risks in accordance with applicable laws, regulatory requirements, and best-practice guidelines issued by competent Philippine authorities.
All Contractor Personnel must familiarize themselves with and comply with PGMS’s AML/CFT requirements, including any mandatory training, reporting obligations, and internal procedures communicated by PGMS. Non-compliance may result in disciplinary action, up to and including termination of engagement, and may be reported to the relevant authorities as required by law.
To these ends:
- Verification of Identity: The identities of all new and existing contractors will be verified to a reasonable level of certainty in accordance with PGMS’s due diligence procedures and applicable requirements under Philippine AML/CFT laws and regulations. Verification may include validating government-issued identification, tax identification numbers, or other lawful documentation as required.
- Risk-Based Monitoring: A risk-based approach will be applied to monitor contractors’ financial, tax, and accounting activities to identify and mitigate potential risks of money laundering, terrorist financing, or other illicit financial activities. Contractors may be subject to periodic review and assessment based on their risk profile, engagement type, and access to client data or financial systems.
- Reporting and Documentation: Any suspicious activity, transactions, or conduct identified in the course of engagement will be promptly reported to the relevant authorities, including the Anti-Money Laundering Council (AMLC) or other competent agencies, as required by law. All AML/CFT activities, findings, decisions, and communications will be properly documented and retained in accordance with statutory and regulatory recordkeeping requirements.
AML Procedures
- CUSTOMER DUE DILIGENCE
PGMS has established a Know-Your-Client (KYC) policy to ensure that the identities of all new and existing contractors, clients, and associated individuals are verified to a reasonable level of certainty in accordance with the Anti-Money Laundering Act of 2001 (RA 9160, as amended) and AMLC regulations. This applies to:
- Individual clients;
- Directors, officers, or shareholders holding 25% or more of client companies;
- Partners of client partnerships; and
- Board members of client charities or non-profit organizations.
Verification may be conducted face-to-face, online, or using a combination of both, depending on the circumstances and applicable law.
Documentation may include:
- Valid government-issued photo identification (e.g., passport, driver’s license, or other government-issued ID) matching the full name and date of birth provided;
- Proof of residential address (e.g., original recent utility bill, government-issued document, or other official correspondence) matching the address provided.
Not in person
As in person but additionally:
- As above, and additionally, any government-issued document providing date of birth, Tax Identification Number (TIN), Social Security System (SSS) number, or other government identifiers acceptable under Philippine law.
Other forms of identity confirmation, such as evidence of a long-standing relationship with the client, or a letter of assurance from independent and reliable persons or organisations, who have dealt with the client for some time, may also provide a reasonable level of certainty.
PGMS will not establish a business relationship or proceed with transactions if the identity of a contractor or client cannot be verified with reasonable certainty. If a potential or existing contractor or client refuses to provide the required information, or appears to have intentionally provided misleading information, PGMS shall refuse to commence or continue the engagement or requested transaction.
2. RISK ASSESSMENT AND ONGOING MONITORING
The business shall take a risk-based approach in monitoring the financial activities of its clients. This will be carried out whilst preparing the accounts or tax returns or conducting any other business with the client. The business will actively not accept high-risk clients that are identified as follows:
- Clients with businesses that handle large amount of cash (i.e., involving 900,000 PHP or more, or the sterling equivalent) or complex unusually large transactions.
- Clients with larger one-off transactions, or a number of transactions carried out by the same customer within a short space of time.
- Clients with complex business ownership structures with the potential to conceal underlying beneficiaries.
- Clients based in or conducting business in or through, a high-risk jurisdiction, or a jurisdiction with known higher levels of corruption, organised crime, or drug production/distribution.
- Situations where the source of funds cannot be easily verified.
- Unusual patterns of transactions that have no apparent economic or visible lawful purpose.
- Money sent to or received from areas known to have high levels of criminality or terrorist activity.
The business will conduct ongoing monitoring of business relationships with customers, to ensure that the documents, date, or information held evidencing the customer’s identity are kept up to date.
The following are examples of changes in a client’s situation that may be considered suspicious:
A sudden increase in business from an existing customer;
- Uncharacteristic transactions which are not in keeping with the customer’s known activities;
- Peaks of activity at particular locations or at particular times;
- Unfamiliar or untypical types of customer or transaction.
Whenever there is cause for suspicion, the client will be asked to identify and verify the source or destination of the transactions, whether they be individuals or company beneficial owners. No action need be taken if there is no cause for suspicion.
3. MONITORING AND MANAGING COMPLIANCE
PGMS will regularly monitor the following procedures to ensure they are carried out in accordance with the Anti-Money Laundering Act of 2001 (RA 9160, as amended), AMLC regulations, and PGMS’s internal AML/CFT policies:
- Client identity verification: Ensuring all contractors, clients, and associated individuals are properly verified and documented;
- Reporting suspicious transactions: Identifying and reporting any suspicious activity, transactions, or behavior to the Anti-Money Laundering Council (AMLC) and other relevant authorities as required;
- Record keeping: Maintaining accurate and complete records of all AML/CFT activities, verification documents, and reported transactions in accordance with statutory and regulatory retention requirements.
PGMS will also monitor updates and developments in Philippine AML/CFT laws, AMLA amendments, and AMLC supervisory requirements. Where necessary, PGMS will update its AML/CFT policies and procedures to ensure ongoing compliance with applicable laws, regulations, and best practices.
SUSPICIOUS TRANSACTION REPORTING
PGMS is responsible for assessing and reporting suspicious transactions in accordance with the Anti-Money Laundering Act of 2001 (RA 9160, as amended) and applicable AMLC regulations. A Suspicious Transaction Report (STR) shall be submitted to the Anti-Money Laundering Council (AMLC) as soon as there is knowledge or reasonable suspicion that any transaction may involve:
- The proceeds of unlawful activity;
- Money laundering; or
- Terrorist financing.
All Contractor Personnel and staff are required to immediately report any suspicious activity, behavior, or transaction to the designated Compliance Officer or other management representative. PGMS will evaluate the information and, if warranted, submit an STR to the AMLC in accordance with statutory requirements.
Guidance on STR submission and reporting procedures is available on the AMLC website:
4. RECORD-KEEPING
PGMS will maintain accurate and complete records of all identity checks, verification documents, and related transactions in accordance with the Anti-Money Laundering Act of 2001 (RA 9160, as amended) and AMLC regulations.
- Retention Period: Records of all identity checks and supporting documentation shall be retained for a minimum of five (5) years from the date of completion of the transaction or from the termination of the business relationship, whichever is later.
- STR Records: Copies of any Suspicious Transaction Reports (STRs), together with all supporting documentation, shall be retained for five (5) years from the date of filing with the AMLC.
- Data Accuracy: All records, data, and information collected for AML/CFT purposes shall be kept up to date to ensure accuracy and completeness.
- Confidentiality and Security: All records shall be handled confidentially, stored securely, and maintained in a manner that allows them to be retrieved promptly upon request by authorized personnel or regulatory authorities.
PGMS will ensure that these procedures meet AMLC standards and support effective compliance, monitoring, and audit requirements.
