Master Subscription

May 2026 Version

The use by the MERCHANT ("Merchant" or "Company") of the RUSH Software (the "Service") shall be governed by this Master Subscription Agreement between the MERCHANT and RUSH TECHNOLOGIES, INC. ("RTI").

By using the Service, the MERCHANT also agrees that any personal data provided will be processed in accordance with the Data Privacy Act of 2012 and RTI’s Data Usage Policies as referred in Clause 3 of the Agreement section under the General Terms.

General Terms

Subscription Package

  1. The subscription package shall be governed by the Subscription Package, Matrix and Payment Terms, attached as Annex "A".
  2. The Subscription Package Pricing excludes Application Programming Interface (API) integration with the Merchant’s existing systems (i.e., POS, Payment Gateways, Website, Mobile Applications, etc.).
  3. Rates are also subject to change within thirty (30) days prior written notice via RTI’s official communication channels.
  4. Notwithstanding the inclusion of Rush Third-Party Logistics in the package availed by the Merchant, the Merchant may still opt to use at any time, their preferred couriers/riders in lieu of RTI’s Third-Party Logistics.
  5. Use of the Subscription Package is also subject to the other terms and conditions as set forth in the annexes.

Payment for Subscription

  1. Payment Methods. Subject to the Payment Terms outlined in Annex "A" of this Agreement, all Merchants may choose to pay for the Subscription Package through Debit or Credit Card (Mastercard or VISA). For the Merchants whose registration is under Non-Self-Served, the Merchant may also choose to transfer payment via bank transfer or check payment. Payments for the MSF or any other amounts due to RTI, made through international banks whether via bank transfer, debit card or credit card, shall not be accepted. This restriction also applies to all transactions conducted by the Merchant’s customers in the eStore.‍
    1. The Merchant will provide RTI’s accredited payment gateway(s) with valid and updated Debit or Credit Card information. If the Merchant provides such information to RTI, the Merchant hereby warrants that the information is true and correct, and the Merchant further authorizes RTI to charge such Debit or Credit Card for the Subscription Package indicated in the invoice.
  2. Scope of Fees. The Merchant will pay all fees specified in the invoice. For the purposes of this Agreement, "Fees" shall consist of (a) the recurring charges based on the Merchant’s assigned Subscription Package; and (b) any Overage Charges as defined in the Overages section of the General Terms incurred during the billing cycle. Except as otherwise specified herein, (i) payment obligations are non-cancelable, (ii) fees paid are non-refundable, and (iii) all fees and charges indicated are VAT exclusive. In addition to the Fees and charges, VAT and other applicable taxes shall be charged to the Merchant.‍
  3. Overages. "Overages" shall refer to any usage of the Services that exceed the allocated limits defined in the Merchant’s subscribed tier and is subject to Overage Charges Billing as defined in Annex "A". This includes, but is not limited to Monthly Active Usage (MAU) - API Calls and SMS consumption.
  4. Non-payment of any amount due to RTI under this Agreement shall give RTI the right, at its sole discretion, to suspend and/or terminate the Merchant’s access to the Service subject to the stipulations as provided for in the Term, Termination, and Suspension section hereof.
  5. RTI reserves the right to change the fees, pricing, applicable charges, terms, and conditions relating to commercial terms, and to institute new charges and fees based on the prevailing market price and other commercial terms or conditions not within the control of RTI at the end of the initial term or renewal term (as applicable) and/or at the end of the duration of any promotions availed to by the Merchant. Any change or adjustment made shall be final and non-contestable.
  6. This section shall be governed by the Payment Terms as stated in Annex "A" of this Agreement. In case of inconsistencies between Annex "A" and this section, it shall be interpreted in such a way to reconcile the said provisions taking into consideration the contractual intent behind the Agreement. If, despite exerting best efforts, the relevant provisions cannot be reconciled, Annex "A" shall govern.

Term, Termination, and Suspension

  1. Self-Served. This Agreement for Merchants who availed of the Subscription Package by using the self-served system on the RTI’s website shall be given a continuing term commencing on the date upon which the merchant signed up via the self-serve system. The continuing term shall only be terminated once the Merchant opts to end its subscription by using the self-served system as well, or when any of the applicable grounds for termination under this Agreement occurs. A pre-termination notice shall not be required for a self-served subscription.
  1. The Service Activation Date for the Self-Served shall be the same as the date of the commencement of this Agreement.
  2. Non-Self-Served. The initial term of this Agreement shall be twelve (12) months commencing on the date first above written and shall be automatically renewed for successive calendar years upon like terms, except for any promotional offers extended during Agreement’s initial term.
    1. The Service Activation Date shall be governed by Annex "A" of this Agreement and shall be continuous unless (a) Merchant cancels the Subscription Package via an email to business@rush.ph at least thirty (30) days before the lapse of the current term (notice period), provided that, an acknowledgment from RTI that the email is duly received and acknowledged and a confirmation of cancellation shall be sent to and received by the Merchant, or (b) RTI terminates the Service based on the grounds for termination under this Agreement. Details of the Subscription Package cancellation are illustrated in the Subscription Package Cancellation Table.‍
  3. Renewal. For both Self-Served and non-self-served, any promotional offers shall only be applicable on the first year of the subscription or the duration indicated for such promotion. It shall not be renewed in the succeeding years, except as otherwise agreed to by the parties in writing. The merchant agrees to pay the current price fee of their Subscription Package as indicated in Annex "A" for the succeeding year after the initial term or the lapse of the promo duration.‍‍
  4. Subscription Package Cancellation
Action
Service Level Agreement
The Merchant sends a cancellation request to business@rush.ph
N/A
business@rush.ph sends an acknowledgement upon receipt of the cancellation request
1 Business Day
RTI cancels debit or credit card recurring charging or RTI terminates the Service
1 Business Day
business@rush.ph sends a cancellation confirmation to Merchant
1 Business Day
  1. Suspension due to non-payment. If RTI is not able to process payment of Fees using RTI’s accredited payment gateway(s), RTI may attempt to reprocess the payment within three (3) days or earlier. If the second attempt is unsuccessful, RTI may suspend the Merchant’s access to the Service, including Content Management System (CMS) and applicable Merchant Application, consistent with the Billing, Payment Settlement, Penalty, and Termination section of Annex "A".
    1. Suspension under this Section shall not constitute termination of this Agreement, and fees shall continue to accrue during the period of suspension. RTI shall not be liable for any loss, damage, or business interruption arising from such suspension.
    2. The Service shall be reactivated only upon full payment of all outstanding fees and charges, subject to RTI’s verification procedures and the applicable provisions of Annex "A".
    3. The exercise of suspension rights under this Section shall not limit or prejudice RTI’s right to terminate this Agreement pursuant to the Termination of Service due to Non-Payment or Fraud section.
  2. Termination of Service due to non-payment or potential fraud. RTI has the right to terminate this Agreement if any fee remains unpaid for thirty (30) days after the applicable payment due date as determined in accordance with the settlement period specified in Annex "A" of this Agreement.
    1. For avoidance of doubt, the payment due date shall mean the last day of the applicable settlement period, i.e., 30, 45, 60, or 75 days from invoice date, depending on the Merchant’s revenue bracket. The thirty (30)-day period for termination shall be counted from such payment due date.
    2. RTI may likewise terminate this Agreement immediately upon written notice if RTI reasonably determines that the Merchant has engaged in fraudulent activity, unlawful conduct, or material misuse of the Service.
    3. Termination under this section shall constitute termination of this Agreement and, if occurring prior to the expiration of the applicable contractual term due to the Merchant’s default, shall constitute Pre-termination and shall be governed by the applicable provisions of this Agreement.
  3. Termination for Cause. If (i) the Merchant materially defaults to fulfill any duties or obligations in this Agreement other than payment obligations governed by the Suspension due to Non-Payment and Termination of Service due to Non-Payment or Fraud sections, and fails to cure such breach within 30 days after receiving a written notice from RTI, or (ii) the Merchant becomes insolvent, enters liquidation, or files for bankruptcy or rehabilitation proceedings, whether voluntarily or involuntarily, RTI may terminate this Agreement by giving written notice specifying the termination date.
  4. Termination due to Force Majeure. RTI reserves the right to terminate the Service by giving prior notice to the Merchant through official communication channels if unexpected events beyond RTI’s control prevent it from providing the Service. Before termination takes effect, the Merchant can download its data from the Service. Furthermore, RTI shall not be held liable for any delay or failure caused by events beyond its reasonable control.
  5. Effects of Termination. Merchant understands and agrees that once the Service is terminated due to non-payment of any amount due to RTI, or due to material default in the performance of any of its obligations under this Agreement, all information in the Service Database that relates to Merchant’s Subscription Package may, at RTI’s sole discretion, be permanently deleted without incurring any liability to the Merchant or any of its End-User.
    1. The Merchant should have downloaded and deleted its data from the Service by the time the Subscription Package expires or is terminated. Any Merchant data remaining in the Service after the expiration or termination of the Subscription Package will be deleted subject to the provisions under Annex “B” hereof, without incurring liability to the Merchant or any of its End-User.
    2. If the Merchant voluntarily cancels the subscription, it shall have a period of 30 days from the effective date of cancellation (the "Data Retrieval Period") within which to download or retrieve its data from the Service. During the Data Retrieval Period, RTI shall make the Merchant's data available according to the standard functionalities of the Service, but RTI shall have no obligation to maintain or provide access beyond such period. At the end of the Data Retrieval Period, RTI may, at its sole discretion, delete or anonymize all merchant data remaining in the Service database, without incurring liability to the Merchant or any of its End-Users. RTI shall likewise not be responsible for maintaining backup copies beyond the Data Retrieval Period.
    3. Upon any termination of this Agreement, the Merchant shall immediately discontinue the use of the Service without need of demand. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive indefinitely or until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question, and the termination of this Agreement shall not relieve Merchant of its obligations to pay accrued fees and/or any other fees due to RTI or penalties incurred by the Merchant payable to RTI.
  6. Refunds. RTI does not provide refunds for any amount paid prior to Subscription Package cancellation and/or Service termination.
  7. Pre-termination. Should the Merchant wish to pre-terminate this Agreement for whatever reason, the Merchant shall notify RTI in writing at least fifteen (15) calendar days in advance of the pre-termination date and shall, simultaneously therewith, pay to RTI the pre-termination penalty in an amount equivalent to three (3) months MSF, or the amount equivalent of the number of months left in the contractual term, whichever is higher.
    1. Any Termination prior to the expiration of this Agreement for whatever cause, except when due to force majeure, without any contributing fault from RTI, shall be considered as Pre-termination and shall bear all the consequences of pre-termination under this Agreement. 
  8. Any downgrade of a Subscription Package that impacts the Monthly Service Fee will be treated as a pre-termination and will incur the same pre-termination penalty outlined in the preceding section. This will also be a subject of the appropriate and relevant contract addendum.
  9. The provisions herein shall supplement the Billing, Payment Settlement, Penalty, and Termination provisions stated in Annex "A" of this Agreement.


Agreement

  1. Entire Agreement. This Agreement, together with all its annexes, constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter herein. Except as otherwise expressly provided in this Agreement, including any provisions allowing updates to Annexes or incorporated terms, this Agreement may be modified only in writing signed by both parties.
  2. Updates to Terms, Conditions, and Annexes. RTI reserves the right to modify this Agreement and its Annexes from time to time except as required by law. For purposes of this Agreement, non-material modifications include, without limitation, changes to the user interface or user experience, updates or enhancements to features or functionalities that do not materially reduce core services, technical, security, or infrastructure updates, integration of additional tools or services, and clarificatory or administrative revisions to these terms. Continued use of the Service shall constitute acceptance of such non-material modifications. For any material modifications that adversely affect the Merchant, the Company shall provide reasonable prior notice, and continued use of the Service after such notice shall constitute acceptance. 
  3. Terms and Conditions. This Agreement is governed by and incorporates by reference, all applicable Terms and Conditions and Annexes found at https://help.rush.ph/knowledge/terms-and-conditions which include the Terms of Service, Policies on Data Usage, and Service Level Agreement, as may be updated from time to time in accordance with this Agreement
    1. Capitalized terms used but not defined in this Agreement will have the meanings provided to them in the Annexes. In the event of any conflict or inconsistency between the terms of this Agreement and the terms in the Annexes, the terms of this Agreement will prevail.

Annex A: Subscription Package, Matrix and Payment Terms

Merchant understands and agrees that the Subscription Package includes the following additional features.

Should the Merchant opt to add additional features, RTI may charge the Merchant additional fees.

Subscription Package: 

SUBSCRIPTION PACKAGE DETAILS
Subscription Start Date
TOTAL PACKAGE COST
Core Product/s
eStore
₱
Loyalty
₱
Extension/s
₱
Set-up Fees:
₱
Service/s
Solution Set/s
Discount & Promos
Total Proposal Price (VAT Exclusive)
₱
CORE PRODUCTS
eStore Subscription
eStore Platform
☐ Online Store
☐ Scan to Order
☐ Scan to Pay
Customer Channels
☐ Website
☐ Mobile Application (iOS & Android)
☐ GLife
Minimum Number of Branches Committed:
Minimum Monthly Active Usage  Committed:
Monthly Active Usage Overage:
Transaction Fee:
Loyalty Subscription
Loyalty Platform
☐ Points
☐ Points + Privilege Card
☐ Punch Card
Customer Channels
☐ Website
☐ Mobile Application (iOS & Android)
Minimum Monthly Active Usage  Committed:
Monthly Active Usage Overage:
Privilege Card Transaction Fee:
EXTENSIONS
Other Products
Tier
Amount
☐ RUSH Wallet
☐ Survey Creator
☐ OrderPoint Printing Terminal
Number of Device/s for purchase:
☐ Smart Capture
Additional Number of Documents for Learning:
☐ POS Widget
Number of Devices for installation:
☐ Gamification Suite (Beta)
☐ Marketplace
☐ RUSH Cartlink
**Subject for Separate Quotation**
Minimum Monthly Active Usage Committed:
SERVICES
Other Products
Tier
Amount
☐ SMS
SMS Count:
Other Products
Specify Requirements (Subject for separate quotation)
☐ Viber
Engagement Count:
☐ Hypertargeted SMS (HSMS)
☐ Audience Builder
☐ Footfall Analysis
☐ Vouchers
Voucher Type/s:
Quantity:
Denomination:
☐ AdTech Placements
Platform:
Placement:
Managed Service: 
☐ RUSH Liaising 
☐ Accounts Liaising 
☐ Tech Liaising 
☐ Website Liaising
Marketing Service (MaaS):
SOLUTION SETS
Other Products
Tier
Amount
.
COMMERCIAL TERMS
Discounts and Promo Applied:
Method of Payment:
Bank Transfer:
☐ Monthly
☐ Quarterly
☐ Bi-Annually
☐ Annually
Check:
☐ Monthly
☐ Quarterly
☐ Bi-Annually
☐ Annually
Card Payment:
☐ Autocharge Monthly

RTI reserves the right at any time, and from time to time, to modify the Subscription Package Matrix and Payment Terms as the RUSH Software may reasonably require according to RTI's sole discretion with or without notice (unless otherwise required by applicable law). Said revisions or modifications shall be posted on the RUSH website: www.help.rush.ph and, once published therein, shall become binding on the Merchant. It shall be the Merchant’s obligation to be informed thereof by accessing, from time to time, such website where the latest version of this Subscription Package Matrix and Payment Terms may be found. Merchant’s continued use of the Service shall be deemed an acceptance of any revision or modification of this Subscription Package Matrix and Payment Terms.

All rates indicated herein are in Philippine Peso.

Core Products

  1. For RTI’s eStore Subscription Packages, the MERCHANT agrees to the fees outlined at
    1. RUSH eStore: https://www.rush.ph/pricing/estore
  2. For RTI’s Loyalty Subscription Packages, the MERCHANT agrees to the fees outlined at
    1. RUSH Loyalty: https://www.rush.ph/pricing/loyalty
Tier
Active Campaigns
Participants
Monthly Active Usage (API)
MAU Overage
Monthly SMS
SMS Overage
Monthly Fee
1
Up to 1
Up to 1,000
10,000
₱0.15
3,000
₱1.65
₱3,000
2
Up to 10
Up to 10,000
25,000
₱0.15
10,000
₱1.65
₱9,999
3
Up to 20
Up to 20,000
50,000
₱0.15
20,000
₱1.65
₱19,999
4
20 or more
Contact for quote

Extensions

eStore + Points with RUSH Wallet Top-up:

Pricing includes both Web and App platforms. GLife integration is available as an optional add-on at an additional cost.

Tier
Monthly Subscription Fee
Max no. of branches
Cost per Addtl Branch
API Allocation
API Overage
eStore & RUSH Wallet (Txn Fee %)
1
₱24,000
15
₱500
150,000
₱0.15
5.0%
2
₱48,000
30
₱500
300,000
₱0.15
4.5%
3
₱96,000
60
₱500
600,000
₱0.15
4.0%

Points with RUSH Wallet Top-up:

Pricing includes both Web and App platforms.

Tier
Monthly Subscription Fee
API Allocation
API Overage
RUSH Wallet (Txn Fee %)
1
₱16,500
150,000
₱0.15
5.0%
2
₱33,000
300,000
₱0.15
4.5%
3
₱66,000
600,000
₱0.15
4.0%

Survey Creator

Tier
Service Fee
No. of Respondents
Overage
Campaign Duration
1
₱7,000
5,000
₱1.37
1 campaign only
2
₱14,000
10,000
₱1.37
1 month
3
₱68,500
50,000
₱1.37
3 months
4
₱137,000
100,000
₱1.37
6 months
5
₱410,500
300,000
₱1.37
9 months

OrderPoint:

12-month lock-in terms refer to Annex A Section 2

Tier
No. of Devices
Monthly Fee (per device)
Setup Fee (per device)
1
1-5
₱1,000
₱2,000
2
6-15
₱950
₱2,000
3
16 and above
₱900
₱2,000

Points with Smart Capture - Optical Character Recognition Technology:

* First 2 Receipts Learning is free
* An additional ₱15,000 setup fee is added for any new additional receipt and document learning

Tier
Monthly Fee
RUSH Loyalty Points
OCR Document Processing
Monthly Active Usage
Rate per Overage
No. of Documents
1
₱20,000
Up to 300,000
₱0.15
10,000
2
₱65,000
Up to 1,000,000
₱0.15
50,000
3
₱115,000
Up to 2,000,000
₱0.15
100,000
4
₱250,000
Up to 6,000,000
₱0.15
250,000
5
₱450,000
Up to 10,000,000
₱0.15
500,000

POS Widget

* Setup and Integration terms refer to Annex A Section 1
* Multiple setups using the same POS provider are allowed

Tier
Monthly Rate
One-Time Setup Fee
Allocation Per Tier
Setup Fee Per Additional POS Device
1
₱5,000
₱30,000
(up to 2 initial setups)
10 POS
₱500
2
₱10,000
₱50,000
(up to 5 initial setups)
25 POS
 ₱400
3
₱20,000
₱95,000
(up to 10 initial setups)
30 POS
₱300

Gamification Suite (Beta)

* 12-month lock-in period

Tier
Monthly Rate
Monthly Active Usage (API)
MAU Overage
One-TIme Setup Fee
Number of Campaign
Channels
1
₱3,000
Up to 10,000
₱0.15
₱5,000
Unlimited
Web
2
₱5,000
Up to 20,000
₱0.15
₱4,000
Unlimited
Customer App & Web
3
₱10,000
Up to 50,000
₱0.15
₱3,000
Unlimited
Customer App & Web

Other Extensions Subject to Separate Quotation

‍ The ‘Extension’ products listed directly below are offered on a contact-for-quote basis only. No standard pricing matrix applies under this Agreement. Pricing shall be determined based on the requested scope, service requirements and applicable commercial terms.

Extensions - Products
• Marketplace
• RUSH Cartlink

Extensions

SMS Engagement Rates

SMS Engagement
Pay Per Use
Subscription
Tier
Rate
Monthly Rate
Annual Rate
SMS Count
Minimum
Overage Rate
1
0.70
₱480
₱5,184
801
0.60
2
0.70
₱2,000
₱21,600
4,001
0.50
3
0.70
₱8,000
₱86,400
20,001
0.40
4
0.70
₱30,000
₱324,000
100,001
0.30
5
0.70
₱125,000
₱1,350,000
500,001
0.25
6
0.70
₱500,000
₱5,400,000
2,500,001
0.20
7
0.70
₱750,000
₱8,100,000
5,000,001
0.15

Split Pay Rates

Tier
Fix Monthly Charge
# of Monthly Payout Cycles
Monthly Bank Account Commitment
Overage per Payout
Overage per additional bank account
1
₱5,000
4
10
₱75
₱500
2
₱9,000
4
20
₱70
₱450
3
₱20,000
4
50
₱65
₱400
4
₱35,000
4
100
₱60
₱350

Other Services Subject to Separate Quotation

The ‘Services’ products listed directly below are offered on a contact-for-quote basis only. No standard pricing matrix applies under this Agreement. Pricing shall be determined based on the requested scope, service requirements and applicable commercial terms.

Service/s - Products
• Managed Service/s
• Hypertargeted SMS (HSMS)
• Audience Builder
• Footfall Analysis
• Vouchers
• AdTech
• Viber Engagement

Solution Sets

Audience Connect Rates

Tier
Monthly Rate
HSMS SMS
# of Survey Respondents
Duration of Campaign
Survey Overage
1
₱75,000
50,000
20,000
1 Broadcast Only
₱1.23
2
₱484,000
300,000
150,000
3 months
₱1.23
3
₱745,500
500,000
200,000
6 months
₱1.23
4
₱1,368,000
1,000,000
300,000
12 months
₱1.23
  1. POS Widget. The MERCHANT agrees to use the add-on POS Widget feature under the pricing tier table reflected in the Extensions Section – POS Widget pricing table of this Agreement.
    1. Setup and Integration Fees.The MERCHANT agrees that any POS hardware setups in excess of the included quantity shall be subject to the applicable Additional POS Setup Fee.
      1. The implementation services covered by the Setup and Integration Fee for the POS Widget shall be limited to locations within Metro Manila. Implementation services rendered outside Metro Manila may be subject to the additional charges, including but not limited to transportation, lodging, and other reasonable out-of-pocket expenses, as may be agreed by the Parties.
      2. In the event that remote implementation is agreed upon by the Merchant and/or the POS provider, RUSH may perform the setup remotely to the extent feasible. For the avoidance of doubt, the use of remote implementation shall not entitle the Merchant to any reduction in the Setup and Integration Fee, as such fee covers the full scope of implementation services, including but not limited to configuration, testing, and support.
    2. Authorized Use. The MERCHANT shall use the POS Widget strictly within the device limits of its selected subscription tier and shall not copy, install or activate the POS Widget beyond such authorized quantity. RTI provides the software only and does not supply or monitor MERCHANT’s hardware; accordingly RTI shall have no liability for any system errors, data loss, or regulatory non-compliance arising from unauthorized use.
    3. Device Audit and Unauthorized Installations. RTI may, upon reasonable prior notice, audit MERCHANT’s use of the POS Widget to verify compliance and MERCHANT shall fully cooperate. In the event of unauthorized use, RTI may, without prejudice to its other rights, (i) retroactively charge an amount equivalent to thirty (30%) of the applicable fees per unauthorized device for the duration of such use, and (ii) suspend access to POS Widget and/or terminate this agreement for material breach.
  2. OrderPoint. The MERCHANT agrees to use the add-on hardware device under a fixed-term agreement with a lock-in period of twelve (12) months, as selected upon the date of activation ("Activation Date"). A one-time device setup fee shall apply for the selected lock-in period tier, the applicable amount of which is detailed in the Extensions Section – OrderPoint pricing table of this Agreement. The add-on rate for the hardware shall remain fixed for the duration of the selected lock-in period. All add-on fees shall be prepaid monthly at the start of each billing cycle. In the event that the MERCHANT terminates the agreement prior to the expiration of the lock-in period, an early termination fee will be applied as outlined in clause 3.2 below.
  3. To illustrate:
  4. Merchant X subscribed to the hardware add-on service under Tier 1 with 4 devices, covered by a 12-month lock-in period starting on the activation date of October 15, 2023. Thus, the initial lock-in term shall run from October 15, 2023 to October 14, 2024, with the monthly service fee (MSF) per device based on Tier 1 rates. Billing shall cover the period from October 15 to November 14, 2023, and this shall count as one Billing Cycle. All add-on fees shall be prepaid on a monthly basis.
  5. On March 1, 2024, Merchant X decided to add 2 additional devices, bringing the total number of add-on devices to 6. This qualifies the merchant for Tier 2 pricing, which provides a lower MSF per device. As a result of the upgrade, the hardware add-on agreement is reset under a new 12-month lock-in period starting from March 1, 2024. The applicable Tier 2 MSF shall be charged on all 6 devices moving forward. Any applicable setup fees for the additional devices shall also apply, in accordance with the rates set forth in the Extensions Section – OrderPoint pricing table.
    1. If the MERCHANT desires to upgrade its tier (add device/s) level during the contract term, under the Twelve (12)-month lock-in period, the MERCHANT may do so, provided that it shall be bound to the upgraded tier for the full duration of the corresponding lock-in period (i.e., another Twelve [12] months) starting from the date of activation of the upgraded tier. The MERCHANT shall remain in a contractual arrangement with RTI for the entirety of the new lock-in period. Upon the expiration or termination of the applicable lock-in period, the MERCHANT shall return to RUSH all device/s provided under this agreement. Such devices must be in good working condition, subject to reasonable wear and tear. Failure to return the device/s in the required condition may result in applicable charges or fees, as determined by RUSH, without prejudice to other available legal remedies.
    2. Should the MERCHANT pre-terminate its contract with RTI, a pre-termination fee shall apply. For MERCHANTS under a Twelve (12)-month lock-in period, the fee shall be equivalent to the full remaining balance of the contract. The MERCHANT shall also be required to return all add-on devices to RTI in good and working condition. Failure to do so may result in additional charges to cover the cost of any unreturned or damaged hardware.
    3. Initial Delivery Fee. The initial delivery fee for the device shall be borne by RTI for addresses located within Metro Manila. For deliveries to addresses outside Metro Manila, the delivery cost shall be the responsibility of the Merchant.
    4. Consumables. Upon receipt of the device, the MERCHANT will be entitled to five (5) rolls of thermal paper at no additional cost. For additional orders, delivery charges shall be borne by the MERCHANT and reflected in the subsequent invoice. Rates for additional thermal paper orders may vary and will be based on the prevailing pricing at the time of order.
    5. Warranty. The device provided to the Merchant is covered by a limited warranty for a period of one (1) year from the date of deployment. If the device is found to be damaged within this warranty period, it may be eligible for replacement, provided that RTI has conducted a proper investigation and confirmed that the damage is due to a factory defect. Should the investigation determine that the damage was caused by the Merchant, whether by misuse, negligence, or any other external factor, the Merchant shall bear the full cost of repair or replacement. Any damages reported beyond the one (1) year warranty period shall no longer be covered, regardless of the cause.
    6. Device Settings. The MERCHANT is not permitted to install any applications or modify the device settings. Should the MERCHANT install any application or make any setting changes that result in damage or malfunction, RUSH shall not be held liable for any such damages.
    7. Hardware Ownership. Upon full payment of all fees due under the Agreement, and completion of the lock-in period, ownership of the hardware device shall automatically transfer to the MERCHANT. Until such transfer of ownership, the hardware device shall remain the property of RTI.

Payment Terms

  1. Tier System. The Merchant shall be charged and billed in accordance with the above-enumerated Matrix, i.e., specifically as follows:
    1. ESTORE – number of branch/es that the MERCHANT committed in minimum and activated in overage;
    2. LOYALTY – number of Monthly Active Usage committed in minimum and activated in overage;
    3. ADD-ON – depending on the add-ons availed of ex. SMS/Viber Count, GMV, Rate/Month, Rate/Hr;
    4. ORDERPOINT – the number of devices the MERCHANT committed under the selected tier, including any devices activated beyond the committed quantity (overage).;
  2. The MERCHANT shall be bound by the assigned tier for six (6) months (lock-in period) upon the date of activation of services, albeit the 12-month initial term of the contract. If within the term of the contract, the MERCHANT shall exceed the branch/es and/or monthly active usage for the assigned/selected tier, he shall be billed according to the rate of his current assigned tier. Payment for the services shall be prepaid per billing cycle.
    1. To illustrate:
    2. Merchant X has both eStore and loyalty subscriptions (Points+Privilege Card), 99 branches, and 5,000 active usage monthly. Thus, his eStore tier is the web plan and micro plan as stated in the above-given matrix. The date of activation of services falls on October 15, 2023. Thus, billing shall cover October 15-November 14, 2023. This is counted as one Billing Cycle.
    3. Supposing Merchant X created an additional branch (1 branch) on 20 December 2023 and now has 100 branches and an additional monthly active usage (1 usage), increasing the total count to: 100 branches and 5,001 monthly active usage. 
    4. Merchant X shall be billed on 15 January 2024 covering the period from 15 January-14 February 2023 for 100 branches using the same rate stated in the web plan (₱500.00 per branch/monthly) and ₱20,000.00/month with 4.5% overage cost/per exceeded active usage (1 exceeded active usage) with adjustment for an additional branch (1 branch) for December 2023.
      • If the MERCHANT desires to upgrade its tier level during the Six (6) month lock-in period, MERCHANT may do so, provided, it shall be bound to the upgraded tier for another twelve (12) months and shall remain in a contractual arrangement with RTI for the next twelve (12) months following the commencement date of the newly upgraded tier Should MERCHANT pre-terminate its contract with RTI, it shall pay the equivalent amount of three (3) months’ worth of Monthly Service Fee or the amount equivalent of the number of months left in the contractual term, whichever is higher of both eStore and loyalty subscription.
      • If the MERCHANT desires to upgrade its tier level without meeting the minimum branch requirement at any time during the lifetime of the contract, the MERCHANT may do so, provided, it shall be bound to the specific tier for another twelve (12) months and shall remain in contractual arrangement with RTI for twelve (12) months following the commencement date of the new upgraded tier and shall pay the minimum subscription fee of the upgraded tier or the monthly subscription fee per branch corresponding to the rate in the upgraded tier, whichever is higher. Should MERCHANT pre-terminate its contract with RTI, it shall pay the equivalent amount of three (3) months worth of Monthly Service Fee or the amount equivalent to the number of months left in the contractual term, whichever is higher of both e-store and loyalty subscription.
      • Temporary Branches. In case of temporary branches created for a specific event, the same shall be charged in the next billing cycle of the MERCHANT.
        • To illustrate:
        • Merchant X has 99 branches. Thus, his eStore tier is the web plan, and shall be charged ₱500.00 per branch/monthly. The Merchant’s Billing Cycle is every 1st day of the month.
        • During a Christmas bazaar event on December 18-23, 2023, Merchant X created 5 additional branches temporarily increasing its total number of branches from December 18-23, 2023, to 104. After the event, the 5 additional branches were deactivated.
        • Thus, Merchant X shall be billed in January 2024 for 99 branches with the rate in accordance with the web plan i.e. ₱500.00 per branch/monthly or ₱52,000.00 (VAT exclusive) with an additional charge for 5 additional branches in the month of December.
        • In case of deactivation of branches, the charges for the total branches shall be reflected in the next monthly billing of the MERCHANT. No pro-rata deduction and/or refund for the branches that were deactivated in the middle of the covered billing period. Temporary deactivating branches for a specific month and reactivating the same shall not also yield a pro-rata charge and/or refund.
        • To illustrate:
        • Merchant X has 99 branches. Thus, his eStore tier is the web planand shall be charged ₱500.00 per branch/monthly. Merchant’s commencement Billing Cycle is every 1st day of the month.
        • On 20 December 2023, Merchant X deactivated 5 additional branches, decreasing its total number of branches to 94 branches.
        • Thus, Merchant X shall be billed in January 2024 for 94 branches with the rate in accordance with the web plan i.e. ₱500.00 per branch/monthly or ₱47,000.00 (VAT exclusive) without any pro-rata deduction for the deactivated branches in December 2023.
        • If in the same example, Merchant X decided to deactivate 10 branches on December 2-30, 2023 decreasing its total number of branches to 89, and reactivated the same on December 31, 2023, Merchant X shall still be charged for the 99 branches in January 2024 without any pro-rata deduction for the deactivated branches in December 2023.
        • If supposing the MERCHANT activated branches due to a specific event for the same billing cycle overlapping to the succeeding billing cycle, MERCHANT shall be charged for the number of branches for both billing cycles.
        • To illustrate:
        • Merchant X has 99 branches. Thus, his e-store tier is the web planand shall be charged ₱500.00 per branch/monthly. Merchant’s Billing Cycle is every 1st day of the month.
        • During a Christmas and New Year bazaar event spanning from December 18 to January 5, 2023, Merchant X created 5 additional branches temporarily increasing its total number of branches to 104. After the event, the 5 additional branches were deactivated.
        • Thus, Merchant X shall be billed in January 2024 for 104 branches with the rate in accordance to the web plan i.e. ₱500.00 per branch/monthly or ₱52,000.00 (VAT exclusive) with the additional charge of 5 additional branches for the month of December 2023.
      • Overage Charges Billing.Overage Charges Billing. In the event that the Merchant’s actual usage exceeds the inclusions of its selected product tier, such excess usage shall be subject to additional charges ("Overage Charges"). All Overage Charges shall be computed in accordance with Annex A, automatically recorded, and reflected in the corresponding invoice for the relevant billing cycle. Such charges shall form part of the total Fees payable.
      • By availing of the Services, the Merchant acknowledges and agrees that any usage beyond subscribed tier limits shall constitute billable overages and shall be payable without the need for prior approval per instance, provided that such usage is system-generated or attributable to the Merchant or its authorized users.‍
  3. Billing, Payment Settlement, Penalty, and Termination‍
    1. Reference Table:
Billing
Cycle
Revenue
Bracket‍
Activation
Period
Settlement
Period‍
Suspension‍
Penalty
(% Interest Rate)‍
Termination‍
Monthly
Medium
(Php15,000 to
Php50,000)
30 days
30 days
from invoice date
1 day
after due date
15 days after due date
(5%)
30 days
after due date
Quarterly
30 days
45 days
from invoice date
1 day
after due date
15 days after due date
(4%)
30 days
after due date
Bi-annually
Large
(Php150,000)
45 days
60 days
from invoice date
1 day
after due date
15 days after due date
(3%)
30 days
after due date
Annually
Enterprise
(Php300,000
and above)
45 days
75 days
from invoice date
1 day
after due date
15 days after due date
(2%)
30 days
after due date
  1. The Billing Cycle of the MERCHANT shall depend on the monthly revenue (“revenue bracket”) that shall be earned by RTI during the contractual agreement;
  2. Date of Service Activation shall be on or before thirty (30) days / forty-five (45) days, depending on the revenue bracket, from the signing of this Agreement. The Date of Service Activation shall be the first (1st) day of the Billing Cycle and the actual date of issuance of invoice;
  3. Upon receipt of the invoice, the MERCHANT shall have (30/45/60/75) days from the invoice date, depending on the revenue bracket, to pay RTI the cost of services rendered;
  4. Failure to pay on time (24 hours after the due date) shall be a ground for automatic suspension of services without the need for written demand/notice to the MERCHANT;
  5. The MERCHANT shall incur a corresponding penalty rate depending on the above-mentioned revenue bracket, using as basis the total amount of the invoice, fifteen (15) days after the due date of the invoice. A separate invoice for penalty charges shall be issued to the MERCHANT. Only upon payment of the penalty and the actual principal amount as stated in the invoice shall the service be reactivated by RTI;
  6. Failure to settle within thirty (30) days from the due date of the invoice would be a ground for RTI to terminate this Agreement without the need for notice/written demand to the MERCHANT.
  7. The provisions herein shall supplement Section 5, Term, Termination, and Suspension of this Agreement.

Annex B: Authorization and Third-Party Integration Waivers

  1. Authorization for SMS Masking
    1. By availing of the RUSH Software (the “Service”), the Merchant authorizes RUSH TECHNOLOGIES Inc. (RTI) as a communications channel to send SMS blasts and to submit any provided information required by the Google Play and Apple App Stores for and on behalf of the Merchant, and, upon Merchant’s approval and subject to conditions which RTI may in its sole discretion opt to impose, to customize the number appearing on the SMS recipient’s phone, making it appear that the SMS was sent by RUSH (“Masked Name”), with Masked Name as the masked name for Merchant’s use.
    2. Merchant represents and warrants that Masked Name and any and all title, rights, and interest thereto are owned by Merchant and that no other person or entity has the right to use or cause the distribution thereof as a masked name. Accordingly, Merchant hereby undertakes that it shall hold RTI and its communication affiliates its directors, stockholders, officers, employees, and agents, free, harmless, and indemnified against any and all claims, suits, proceedings, actions, and other demands of third parties claiming title, ownership or any other interest with respect to the use of Masked Name as Merchant’s trade name, trademark, domain name, or any name/designation forwarded to the recipients.
    3. Furthermore, the Merchant undertakes that it shall at all times comply with applicable laws, rules, and regulations relating to the sending of SMS and the use of a masked name in sending such SMS. Accordingly, the Merchant hereby undertakes to hold RTI and its communication affiliates free, harmless and indemnified against any and all liabilities with respect to such laws, rules, and regulations.
  2. Third Parties
    1. Logistics
      1. Merchants have the responsibility to fulfill and ensure that Customers receive the items ordered. Unless otherwise agreed with RTI, the Merchant should make the necessary arrangements on their own to have the purchased item delivered to the Customer within the time frames that the Merchant has committed to the Customer.
      2. RTI does not make any warranty or representation on the services of Third-Party Couriers.
      3. RTI shall not be held responsible whatsoever for the Third-Party Courier’s action, negligence, failure, lateness, or rejection to provide transportation services. Neither shall RTI be held liable for the safety, reliability, compatibility, or capability of the Third-Party Courier during the fulfillment of the Third-Party Courier’s obligations in delivering the items. Merchants shall hold RTI and the RTI indemnified persons harmless and free from liability from any and all claims, responsibilities, causes, or damages.
      4. Merchants bear all risk attached to the delivery of the purchased item(s). In the event that the purchased item(s) is damaged or lost, or there is a failure of delivery during the course of delivery, Merchants acknowledge and agree that RTI will not be liable for any damage, expense, cost, or fees resulting therefrom, and Merchant and/or Buyer must reach out to the logistic service provider to resolve such dispute.
      5. For the applicable terms and conditions of our third-party logistics, go to help.rush.ph website.
    2. eStore Payment Gateways
      1. For the applicable terms and conditions for our eStore payment gateways, go to help.rush.ph website.
    3. OrderPoint Hardware Responsibility and Compliance
      1. The Merchant shall be solely responsible for the use, safekeeping, and maintenance of any hardware provided by RTI as part of a Subscription Package under this Agreement. This responsibility includes, but is not limited to, ensuring that the hardware is used exclusively for its intended purpose, is operated in a secure and compliant manner, and is kept in good working condition at all times. The Merchant shall also be solely responsible for obtaining all necessary regulatory accreditations, licenses, permits, or approvals required for the lawful use, operation, or deployment of the hardware in the applicable jurisdiction.
      2. The Merchant shall solely bear full liability for any loss, damage, misuse, operational failure, or regulatory non-compliance related to the hardware, unless such issue is expressly covered under the limited warranty, if any, provided by RTI.
      3. In the event of any breach of the foregoing obligations, the Merchant shall, at its sole cost and expense, promptly remedy such breach, including the repair or replacement of the hardware, and shall indemnify, defend, and hold harmless RTI, its affiliates, officers, employees, and agents from and against any and all claims, damages, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to such breach, misuse, or non-compliance.
    4. ‍SMS Masking by Third-Party Providers‍
      1. A Merchant who avails a Masked Name other than the default masked name of RTI which is “RUSH”, hereby agrees to give consent and be bound to the following Letter of Authorization and Terms and Conditions of the third-party provider:
      2. This is to confirm that sufficient authority has been given to RUSH communication affiliates, partners, agents, and authorized representatives to act as a communications channel to send A2P SMS on its behalf within the indicated time frame below, upon its approval and subject to conditions which may in its sole discretion opt to impose, to customize the number appearing on the SMS recipient’s phone, making it appear that the SMS was sent by the SID/s listed below as the masked name/s for <Short Name of Company>.
      3. <Short Name of Company> represents and warrants that the SID/s below and any and all title, rights, and interest thereto are owned by <Short Name of Company> and that no other person or entity has the right to use or cause the distribution thereof as SIDs. Accordingly, <Short Name of Company>, hereby undertakes that it shall hold any RUSH communication affiliates, its directors, stockholders, officers, employees, and agents, free, harmless, and indemnified against any and all claims, suits, proceedings, actions, and other demands of third parties claiming title, ownership or any other interest with respect to the use of the SID/s below as Short Name of Company’s masked name, trade name, trademark, domain name, or any name/designation, forwarded to the recipients.
      4. Furthermore, <Short Name of Company> undertakes that it shall at all times comply with applicable laws, rules, and regulations relating to the sending of SMS and the use of a masked name in the sending of SMS. Accordingly, <Short Name of Company> hereby undertakes to hold m360 and Globe Telecom, Inc. free, harmless, and indemnified against any and all liabilities with respect to such laws, rules, and regulations.
Sender ID
Purpose of SMS Blast
Validity Period
From
To
1.
2.
3.

Notes:

  1. Add rows to list more SIDs.
  2. A maximum of eleven (11) alphanumeric characters is allowed per SID.
  3. Spaces are allowed. Each one (1) space is equivalent to one (1) character.
  4. Both uppercase and lowercase are allowed.
  5. Special characters are not allowed.
  6. SID must be linked to the company name/brand/identity to identify the SMS sender easily.
  7. Use of common nouns as SIDs will not be allowed. (e.g. Intl_school, local_banks)
  8. SIDs must not be that of any other company or competitor.
  9. SIDs must not be derogatory.
  10. One (1) message part is 160 characters. Messages with more than 160 characters will be counted per 153 characters per message part.

Annexes:

Terms of Service (RTI Master Subscription Agreement Annex C)

Policies on Data Usage (RTI Master Subscription Agreement Annex D)

Service Level Agreement (RTI Master Subscription Agreement Annex E)

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