PGMS Terms and Conditions
Master Terms Full Contract
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” writing and research 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 public holidays or weekends in the Republic of the Philippines.”
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, text or electronic signature application from a PGMS employee.
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 self-employed 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.
2.4 The Contractor represents and warrants that it is duly registered to operate as a self-employed individual or business (as aligned with local registrations and permits) and will maintain such registration in good standing throughout the engagement. Upon PGMS’s reasonable request, the Contractor shall provide copies of its BIR Form 2303 and proof of current registration/permit renewals.
2.5 The Contractor shall notify PGMS within five (5) Business Days of any change in VAT/Non-VAT status, registered address/RDO, invoice/receipt type (including use of BIR-compliant e-receipts), or bank/payment details, and shall promptly provide updated supporting documents.
Reporting Relationship
2.6 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.
2.7 The Contractor shall follow Client’s instructions as to the style and format of Work Product. The Contractor understands and agrees that Client may, in its discretion, revise, edit, change, and use Work Product and may use Work Product alone or in combination with other written or graphic content.
2.8 Contractor agrees to:
a) provide Client with any notes, research, recordings or other newsgathering material, whether obtained on or off the record, on a timely basis for the purpose of fact-checking or otherwise editing the Work Product to Client standards,
b) disclose to Client, prior to submission of the Work Product, any familial, contractual, fiduciary or financial relationship to any entities appearing in the Work Product or that could reasonably be expected to give rise to a perception of bias or self-interest,
c) disclose to Client whether Contractor received or was promised any remuneration or any other form of consideration by a third party in connection with the Work Product,
d.) disclose to Client similar services or like tasks Contractor has or will perform for other organizations including but not limited to work performed for other news organizations or the publication of a book; and
e) not provide to any third party any draft or prepublication version of the story and will treat all communications with Client editors as strictly confidential.
3. Expenses (if applicable)
3.1 For detailed information please refer to SOW attached to these Terms
3.2 Accurate expense claims must be submitted before month end for payment in the preceding month
4. Contractor’s Warranty and Indemnity
4.1 The Contractor is aware that PGMS’ 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 15 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 As a condition to payment, the Contractor shall issue a BIR-registered commercial document compliant with applicable rules:
a) VAT-registered — a VAT Sales Invoice showing TIN, business name/address, serial number, description of services, 12% VAT separately stated, total amount due, and other BIR-required details; or
b) Non-VAT / Percentage Tax — an Official Receipt (or BIR-compliant e-receipt) showing required details and the proper “NON-VAT” / “VAT-exempt / Percentage Tax” annotation.
5.3 Each invoice/receipt must reference the SOW number, the accepted milestone/deliverable, and the correct legal name of PGMS. If an invoice/receipt is incomplete or non-compliant, the payment term is tolled until a corrected document is received.
5.4 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 3 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.
5.5 Invoices submitted by the contractor after 60 days of completion of a project will not be paid by PGMS.
5.6 PGMS shall withhold and remit to the Bureau of Internal Revenue (BIR) the applicable withholding taxes on payments to the Contractor.
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 the applicable 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.
7.6 Neither party is liable for delay or failure to perform (except payment obligations) caused by events beyond reasonable control (e.g., acts of God, disasters, epidemics, government actions, power/network outages). Affected obligations are suspended and timelines extend proportionally; performance resumes when the event ends.
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 or customer 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
h) Any unpublished newsgathering material, details of any advertising, marketing or promotional campaign which Client is to conduct; any information relating to expansion plans, business strategy, marketing plans and sales forecasts of Client; details of the employees and officers of Client; confidential reports or research commissioned by or provided to Client; all trade secrets or other confidential or proprietary information owned, developed, or possessed by Client or its affiliates pertaining to its business or business relationships
The above list is a guide and is not intended to be exhaustive. Neither party shall make any separate public statements regarding these Terms or any of its contents without the prior written consent of the other party. These restrictions shall continue to apply after the termination of these Terms without limitation in time but shall cease to apply to any information or knowledge that subsequently comes into the public domain, other than by way of unauthorized disclosure by Contractor.
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.
9.6 When processing Personal Data for PGMS or its Client, the Contractor acts as a Personal Information Processor and shall:
(a) process only on documented instructions;
(b) implement appropriate organizational, physical, and technical measures;
(c) restrict access to need-to-know persons bound by confidentiality; and
(d) keep reasonable records of processing.
The Contractor shall notify PGMS within forty-eight (48) hours of becoming aware of any personal-data breach, including known details and interim containment steps, and shall cooperate in notifications required by law and by the National Privacy Commission (NPC).
Upon request or termination, the Contractor shall return or securely delete Personal Data (and certify deletion), subject to lawful retention requirements.
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. Status and Tax Liability
11.1 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.
11.2 The Contractor controls the means and methods of performance, provides its own tools/workspace, and may serve other clients, subject to confidentiality and any non-solicitation hereunder.
11.3 No material subcontracting without prior written consent of PGMS; the Contractor remains fully responsible for the acts and omissions of any subcontractor.
11.4 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.
11.5 PGMS may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.
11.6 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.
11.7 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.
11.8 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.
11.9 These Terms shall not constitute a contract of employment for any purposes whatsoever, and Contractor will be solely responsible for government 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.
11.10 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).
11.11 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.
11.12 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.
11.13 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.
11.14 Neither party shall be liable for failure to perform its obligations if such failure results from force majeure as defined under Article 1174 of the Civil Code of the Philippines.
SCHEDULE 1
CRIMINAL DISCLOSURE / CONFIDENTIALITY / DATA PRIVACY
To be completed by all Contractor Personnel who will access client data or premises
Criminal Disclosure
In the Philippines, criminal disclosure is subject to the Revised Penal Code, the Rules of Court, and relevant legislation. Contractors may be required to disclose criminal convictions as permitted under Philippine law and background checks may be verified with the National Bureau of Investigation (NBI) or Philippine National Police (PNP). You must reveal details of all convictions, spent or otherwise. Please note, that information will only be provided to and checked with the police authorities after a recruitment interview has taken place.
Do you have any convictions other than those which are spent? If yes, please give details:
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.
Without delay, enter into any and all assignments of Intellectual Property Rights (relating to the Work Results) or confidentiality undertakings that PGMS or the Client may require me to enter into.
Not without the Client’s express written permission, remove from the Client’s premises any material containing any Confidential Information.
On request, return to PGMS (or as PGMS may direct) all material in my possession or control and belonging to the Client or PGMS and/or containing Confidential Information.
Philippine Data Privacy Act of 2012 (R.A. 10173)
In accordance with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, both parties acknowledge their respective obligations in ensuring the lawful, fair, and secure processing of personal data.
The Contractor acknowledges that PGMS may collect, use, store, and otherwise process personal data in connection with this Agreement for legitimate business purposes, including but not limited to engagement administration, communications, compliance with legal and regulatory obligations, and internal record-keeping.
PGMS shall ensure that all personal data obtained and processed shall be relevant, accurate, and, where necessary, kept up to date, and shall be retained only as long as necessary for the fulfillment of the specified purposes. Appropriate security measures shall be implemented to protect such data from unauthorized access, alteration, disclosure, or destruction.
As a data subject under Philippine law, the Contractor has the right to:
• Be informed of the processing of their personal data;
• Object to the processing;
• Access and correct/rectify personal data;
• Suspend, withdraw, or order the blocking, removal, or destruction of their personal data;
• File a complaint with the National Privacy Commission (NPC) in case of violation of data privacy rights.
• Requests to exercise any of these rights may be submitted in writing to PGMS’ designated Data Protection Officer.
By entering into this Agreement, the Contractor provides explicit consent for PGMS to contact them via letter, email, text, or phone for matters related to the performance of this Agreement or as may be necessary for lawful and legitimate purposes. The Contractor may withdraw such consent at any time by providing written notice to PGMS. Withdrawal of consent shall not affect the lawfulness of any processing carried out prior to such withdrawal.
Disclosure Declaration
In accordance with the Data Privacy Act, I give my express consent (a) for you to disclose the entire contents of my personnel file to employees or the client; (b) for PGMS or the client to verify any of the details disclosed; and (c), where applicable, for you to retain a copy of my police and background check.
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.
SCHEDULE 3
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:
a) committing a criminal offence;
b) failing to comply with a legal obligation;
c) a miscarriage of justice;
d) endangering the health and safety of an individual;
e) environmental damage; or
f) 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 be appropriate in the circumstances.
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 the appropriate official organisation or regulatory body.
If you do not report your concerns to your Account Manager or a Company Director you 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 not acceptable 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:
a) insensitive jokes and pranks;
b) lewd or abusive comments about appearance;
c) deliberate exclusion from conversations;
d) displaying abusive or offensive writing or material;
e) unwelcome touching; and
f) 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 POLICY AND PROCEDURES
To be completed by all Contractor Personnel who will access client data or premises
PGMS adopts this Anti-Money Laundering (AML) Policy and Procedures in compliance with the Anti-Money Laundering Act of 2001 (Republic Act No. 9160, as amended), its Implementing Rules and Regulations (IRRs), and the relevant issuances of the Anti-Money Laundering Council (AMLC) of the Philippines.
PGMS is committed to upholding the highest standards of integrity and due diligence in its operations to prevent the misuse of its services and systems for money laundering, terrorism financing, or any activity that facilitates criminal conduct or the concealment of unlawfully obtained funds.
Compliance with AML Laws
All Contractor Personnel must comply with applicable AML laws and policies, including any internal protocols issued by PGMS or its clients that relate to AML compliance.
Suspicious Transaction Reporting (STR)
Any Suspicious Transaction Reports (STRs) must be promptly reported to PGMS’ designated Compliance Officer and, when applicable, filed with the AMLC in accordance with existing laws and regulations. Contractor Personnel are required to cooperate fully in any AML-related investigation or audit.
Prohibited Use of Company Resources
Contractor Personnel shall not, under any circumstances, use PGMS’ platforms, systems, or resources to facilitate or conceal transactions involving:
· Proceeds of unlawful activities;
· Structuring or layering of financial transactions to avoid detection;
· Terrorist financing; or
· Other forms of financial crime as defined under Philippine law.
Due Diligence and Client Verification
Contractor Personnel involved in client-facing, onboarding, or data-access roles must observe proper Customer Due Diligence (CDD) procedures, including Know Your Customer (KYC) requirements, where applicable, and immediately escalate any inconsistencies or red flags to the Compliance Officer.
Non-Compliance and Sanctions
Non-compliance with this AML Policy, including failure to report suspicious activities, may result in termination of the contractor’s engagement and, if warranted, referral to appropriate legal or regulatory authorities.
PGMS will continue to monitor and enhance its AML practices to remain compliant with regulatory changes and ensure it is not used as a conduit for financial crime.
AML PROCEDURES
1. CUSTOMER DUE DILIGENCE
The business has established a Know-Your-Client (KYC) policy to ensure that the identities of all new and existing Contractors are verified to a reasonable level of certainty. This will include all individual clients, all directors and shareholders with a stake holding of 25% or more of client companies, all partners of client partnerships, and every board member of client charities. Identities will be verified either online or face-to face or by a combination of both.
The following documentation may be presented by the individual:
In person
a) Either a passport, driver’s license, or government issued document featuring a matching photograph of the individual, and a full name and date of birth matching those provided.
b) An original recent utility bill, or government issued document with the same and address matching those provided by the individual.
Not in person
As in person but additionally:
a) Any government issued document that provides the date of birth or Tax number or other such government identifier.
b) 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.
c) If the business fails to verify the identity of a client with reasonable certainty it will not establish a business relationship or proceed with the transaction. If a potential or existing client either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, the business shall refuse to commence a business relationship or proceed with the transaction requested.
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:
a) Clients with businesses that handle large amount of cash or complex unusually large transactions.
b) Clients with larger one-off transactions, or a number of transactions carried out by the same customer within a short space of time.
c) Clients with complex business ownership structures with the potential to conceal underlying beneficiaries.
d) 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.
e) Situations where the source of funds cannot be easily verified.
f) Unusual patterns of transactions that have no apparent economic or visible lawful purpose.
g) Money sent to or received from areas known to have high levels of criminality or terrorist activity.
h) 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 customers 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 being carried out in accordance with the AML policies and procedures of the business:
a) client identity verification;
b) reporting suspicious transactions;
c) record keeping.
d) PGMS will also monitor any developments in the MLR and the requirements of the MLR supervisory body. Changes will be made to the AML policies and procedures of the business when appropriate to ensure compliance.
4. SUSPICIOUS ACTIVITY REPORTING
A Suspicious Transaction Report (STR) shall be filed with the Anti-Money Laundering Council (AMLC) as soon as there is knowledge, suspicion, or reasonable ground to suspect that the transaction involves proceeds of any unlawful activity, is intended to circumvent reporting requirements, or appears unusual based on the client’s profile or behaviour, as defined under Republic Act No. 9160 (Anti-Money Laundering Act of 2001, as amended) and its Implementing Rules and Regulations (IRRs).
PGMS shall be responsible for assessing whether a transaction or activity meets the legal threshold for being classified as “suspicious,” and for determining whether an STR should be submitted. All Contractor Personnel are expected to report any unusual or potentially suspicious activity immediately to PGMS’ designated Compliance Officer for review.
Contractor Personnel are reminded that wilful failure to report suspicious transactions may result in penalties under Philippine law. All reports and disclosures shall be treated with strict confidentiality in accordance with AMLC guidelines.
For more information on STR requirements and procedures, refer to the official AMLC website: https://www.amlc.gov.ph
5. RECORD-KEEPING
Records of all identity checks will be maintained for up to 5 years after the termination of the business relationship or 5 years from the date when the transaction was completed. The business will ensure that all documents, data, or information held in evidence of customer identity are kept up to date.
Copies of any SAR, together with any supporting documentation filed will be maintained for 5 years from the date of tiling the SAR.
All records will be handled in confidence, stored securely, and will be capable of being retrieved without undue delay.
