1. Introduction and Acceptance
These Terms and Conditions (“Terms”) govern access to and use ofTwala Notary, a software-as-a-service platform owned and operated by OhelioInc., doing business as Twala (“Twala,” “we,” “us,” or “our”), by ElectronicNotaries Public who have been duly commissioned and/or accredited by theSupreme Court of the Philippines under Administrative Matter No. 24-10-14-SC,or its successor issuance (the “Rules on Electronic Notarization” or “Rules”),and who register for and use the platform (“ENP,” “you,” or “your”).
Twala Notary is an accredited Electronic Notarization Facility(“ENF”) of the Supreme Court of the Philippines within the meaning of theRules, and operates under the direct regulatory oversight of the Supreme Court.As further described in Section 3.1, the Platform is integrated with theSupreme Court's electronic notarization infrastructure, and transmitselectronic notarial acts, notarized documents, and Electronic Notarial Bookentries to the Supreme Court in the course of the ENP's use of the Platform.
By creating an ENP account, clicking “I Agree,” completingonboarding verification, purchasing a Subscription or Credits, or otherwiseusing Twala Notary, you confirm that you have read, understood, and agree to bebound by these Terms, as well as all applicable laws, rules, and regulationsgoverning notarial practice in the Philippines. If you do not agree, you mustnot access or use Twala Notary.
Consistent with Republic Act No. 8792 (the Electronic CommerceAct of 2000) and the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), theENP's electronic acceptance of these Terms — whether by checking a box,clicking “I Agree,” or otherwise electronically indicating assent — constitutesa valid and binding signature and manifestation of consent, enforceable to thesame extent as a handwritten signature on a paper document.
If you are entering into these Terms on behalf of a law firm,professional partnership, or other entity, you represent that you haveauthority to bind that entity, and “you” shall refer to both you individuallyand that entity.
1.1 Relationship to the Twala Platform Terms of Use
Twala Notary is one of the integrated component services of thebroader Twala Platform (together with TwalaSign and Document AI), and itsprovision is separately addressed under clause 4.6(b) of Twala's Terms of Usepublished at twala.ai/terms-of-use (the “General Terms of Use”), which continueto apply to the ENP's use of the Twala Platform as a whole, including matterssuch as Customer Data ownership and Analytical Data rights, data hosting andcross-border access, security-incident notification, general suspension andtermination-for-convenience rights, and the treatment of Free AccessSubscriptions and Beta Releases.
These Terms are service-specific terms that supplement, and donot replace, the General Terms of Use, and set out the additional commercialand operational terms applicable specifically to Twala Notary — namely theSubscription, Credits, ENF-specific obligations, and Payment FacilitationService described below. For purposes of the General Terms of Use, theSubscription and Credits described in these Terms constitute the ENP's“Subscription Plan” for Twala Notary. In the event of a direct conflict betweenthese Terms and the General Terms of Use specifically as to a matter expresslyaddressed in these Terms (such as the treatment of Credits, the Early AccessProgram, or the Payment Facilitation Service), these Terms govern; for allother matters, the General Terms of Use govern. Where the ENP has signed aseparate Master Service Agreement with Twala, clause 1.3 of the General Termsof Use applies and takes precedence over both documents to the extent of anyconflict.
2. Definitions
In addition to terms defined elsewhere in these Terms, thefollowing definitions apply:
• “Principal” means the person appearing before the ENP whose actis the subject of notarization, as defined under Rule I, Section 4(r) of theRules. These Terms use “Affiant” interchangeably with “Principal” to refer tothe individual who personally appears, whether through IEN or REN, before anENP to have a document electronically notarized, and who may be charged aprofessional or notarial fee for such service.
• “Credit” means a prepaid, non-transferable unit of value,purchased by an ENP through the Platform, that entitles the ENP to perform one(1) completed electronic notarial act using the Platform, as further describedin Section 5.
• “DMS” means Twala's document management system capabilities,including storage, organization, retrieval, workflow, and artificialintelligence-assisted features such as “Lex AI,” made available as part of theSubscription.
• “Early Access Program” means the promotional program describedin Section 7, under which Twala waives the Subscription Fee for eligible ENPsfor a limited period.
• “ENF” means an Electronic Notarization Facility accredited bythe Supreme Court (or the Office of the Electronic Notary Administrator, onceconstituted) under the Rules.
• “ENP” means an Electronic Notary Public — a notary public whohas been additionally commissioned or accredited to perform electronic notarialacts under the Rules.
• “IEN” means In-Person Electronic Notarization, and “REN” meansRemote Electronic Notarization, each as defined under the Rules.
• “Notarial Act” or “Electronic Notarial Act” meansacknowledgment, jurat, affirmation or oath, signature witnessing, or such otheract recognized under the Rules, performed by an ENP using the Platform.
• “Payment Facilitation Service” means the service described inSection 11, by which Twala coordinates the collection of fees from Affiants onbehalf of ENPs and remits Net Payout Amounts to ENPs on a scheduled basis.
• “Payment Partner” means Xendit Philippines, Inc. (or itsapplicable group entity), and any other Bangko Sentral ng Pilipinas-licensed or-registered payment gateway, processor, or Operator of Payment Systems engagedby Twala from time to time to process collections and disbursements under thePayment Facilitation Service.
• “Plan” means each of the subscription tiers Twala Notary offersfrom time to time, as published on Twala's pricing page (twala.ai/pricing),currently comprising Personal (free of charge), Professional, Business,Business Plus, and Enterprise. Except where these Terms refer to a specificPlan by name, “Subscription” refers to whichever paid Plan (Professional,Business, Business Plus, or Enterprise) the ENP has selected; the Personal Planis free of charge and does not constitute a Subscription for purposes of theseTerms.
• “Platform” means the Twala Notary web and/or mobile application,including its e-signature, DMS, artificial intelligence, and e-notarizationmodules, and all related infrastructure, APIs, and documentation.
• “Subscription” means the recurring paid Plan described inSection 6 that grants an ENP access to the Platform's e-signature and DMScapabilities, including AI-enabled features, exclusive of Credits.
• “Supreme Court” or “SC” means the Supreme Court of thePhilippines, including the Office of the Electronic Notary Administrator (ENA)once operational.
3. Nature of the Service; No Practice of Law or NotarialFunction by Twala
3.1 ENF Accreditation and Supreme Court Oversight
Twala Notary is accredited by the Supreme Court of thePhilippines as an Electronic Notarization Facility under the Rules, and issubject to the continuing regulatory oversight, audit, and directives of theSupreme Court and the Office of the Electronic Notary Administrator. As part ofthis accreditation, the Platform is directly integrated with the SupremeCourt's infrastructure for the transmission of electronic notarial acts,notarized electronic documents, and Electronic Notarial Book entries generated bythe ENP: (a) in real time to the Supreme Court Central Notarial Database,pursuant to Rule IV, Section 7 of the Rules, once that database is establishedand operational; or (b) during any Transitional Period (as defined under theRules) preceding such establishment, through periodic reporting to the ENA inthe manner and within the timeframes prescribed under Rule VIII, Section 3 ofthe Rules. References in these Terms to transmission or reporting “to theSupreme Court” shall be read to include transmission or reporting to the ENAduring any applicable Transitional Period.
The ENP acknowledges that: (a) this direct-transmissionarchitecture is a condition of Twala's ENF accreditation and is not optional orconfigurable by the ENP; (b) successful transmission and recording of anotarial act with the Supreme Court's systems is dependent on the availabilityand proper functioning of Supreme Court infrastructure, which is outsideTwala's control; and (c) the ENP remains responsible for confirming, throughthe Platform's confirmation records, that each notarial act has been successfullytransmitted and recorded, and for promptly reporting to Twala any transmissionfailure or discrepancy of which the ENP becomes aware. Twala may suspend,modify, or adjust Platform features at any time as reasonably necessary tocomply with a directive, circular, or accreditation condition imposed by theSupreme Court or the ENA, and shall use reasonable efforts to notify affectedENPs of any such change.
Twala is a technology provider. Twala Notary furnishes thesoftware infrastructure — including identity verification tools,video-conferencing, electronic notarial book/register functionality,blockchain-anchored HashProof Technology™, PKI-based digital signatures, andAI-assisted document tools — that enables an ENP to perform electronic notarialacts in compliance with the Rules. Twala does not itself perform notarial acts,does not review or approve the substance of any document, and is not a party tothe notarial relationship between the ENP and any Affiant.
The Platform's electronic Know-Your-Customer (e-KYC) facility —including document-based identity verification, liveness detection, andbiometric matching — is a tool provided by Twala to assist the ENP in verifyinga Principal's or witness's identity; it does not itself constitute the notarialidentity verification required under the Rules. The ENP remains solelyresponsible for confirming, during the live video-conferencing session (forREN) or in-person appearance (for IEN), that the individual appearing beforethe ENP is the same person reflected in the e-KYC data and results generated bythe Platform, before proceeding with any notarial act.
The ENP, and not Twala, is solely and exclusively responsiblefor: (a) verifying theidentity, capacity, and voluntariness of Affiants and witnesses; (b)determining whether a document is an electronic document properly notarizableunder the Rules; (c) exercising independent professional and legal judgment inevery notarial act; (d) maintaining the Electronic Notarial Book and complyingwith recordkeeping, reporting, and remittance obligations to the Supreme Courtand the Office of the Clerk of Court; and (e) complying with the Notarial Law,the Rules, the Code of Professional Responsibility and Accountability, and allother applicable rules governing the legal profession and notarial practice.
Nothing in these Terms, and nothing in the Platform's design(including any AI-assisted suggestion, template, or flag), shall be construedas legal advice, as a substitute for the ENP's independent professionaljudgment, or as creating any notarial, attorney-client, or fiduciaryrelationship between Twala and any Affiant, witness, or third party. Twala isnot licensed to practice law and does not hold itself out as doing so.
4. Eligibility, Accreditation, and Account Verification
4.1 Eligibility
To register as an ENP on the Platform, you must: (a) be a memberin good standing of the Philippine Bar or otherwise qualified to becommissioned as a notary public under the 2004 Rules on Notarial Practice; (b)hold a valid and subsisting commission as a notary public in a territorialjurisdiction recognized under Philippine law; and (c) hold a valid andsubsisting accreditation or commission as an Electronic Notary Public under theRules, or such successor accreditation issued by the Supreme Court or the ENA.
4.2 Ongoing Accreditation
You must notify Twala promptly, and in any event within five (5)calendar days, of any suspension, revocation, expiration, or non-renewal ofyour notarial commission or ENP accreditation. The ENP acknowledges that, aspart of its ENF accreditation, Twala also receives notification directly fromthe Supreme Court or the ENA of the suspension, revocation, expiration, ornon-renewal of an ENP's commission (whether through the ENA's directory ofENPs, the Supreme Court's Central Notarial Database, or other official notice),and Twala may act on such notification without independently confirming it withthe ENP. Twala reserves the right to independently verify an ENP's commissionand accreditation status from time to time, and to suspend or terminate theENP's account, restrict access to the Platform, or take any other actionreasonably necessary to comply with the Supreme Court or the ENA, uponreceiving notice of a lapse, suspension, revocation, expiration, or non-renewalfrom either the ENP or the Supreme Court or the ENA directly, whichever occursfirst.
4.3 Account Credentials; Sole Responsibility of the ENP
You agree to complete Twala's identity verification (e-KYC)procedures, including biometric verification, liveness detection, facialrecognition, and multi-factor authentication. Your login credentials andauthentication factors (including passwords, one-time passcodes, and biometricenrollment) are personal to you as the commissioned ENP and must not be sharedwith, disclosed to, or used by any other person, including staff, paralegals,associates, or co-signatories, regardless of the reason for doing so.
You are solely and fully responsible and liable for all activitythat occurs under your account credentials, and for any loss, damage,unauthorized or improper notarization, or other consequence arising from yourfailure to keep your credentials confidential and secure — including wherecredentials are shared, left accessible to others, guessed, or otherwisecompromised through your action or omission — whether or not the activity wasactually authorized by you. This allocation of liability applies except to theextent the compromise is directly and solely attributable to Twala's grossnegligence or willful misconduct in the design or operation of the Platform'sauthentication systems. You must notify Twala immediately upon becoming awareof any actual or suspected unauthorized access to, or use of, your account.
4.4 Twala's Platform Security Responsibility
Twala is responsible for implementing and maintaining reasonableadministrative, technical, and physical security measures for the Platform'sown infrastructure, including encryption of data in transit and at rest, accesscontrols, the multi-factor authentication and identity-verificationinfrastructure made available to ENPs, vulnerability management, and incidentresponse procedures, consistent with the Data Privacy Act of 2012, applicableBSP guidelines, and recognized standards such as ISO/IEC 27001. Thisundertaking concerns the security of the Platform's infrastructure as designedand operated by Twala; it does not extend to, and does not diminish or shift,the ENP's sole responsibility under Section 4.3 for safeguarding the ENP's owncredentials and authentication factors, and does not constitute a warrantybeyond what is expressly stated in this Section 4.4, subject always to thedisclaimers in Section 14 and the limitation of liability in Section 15.
5. Notarization Credits
5.1 General
Access to the Platform's core electronic notarizationfunctionality (IEN and REN) is obtained primarily through the purchase ofCredits, and does not require the ENP to maintain a Subscription. An ENP needonly hold a sufficient balance of Credits to perform electronic notarial acts;a Subscription becomes necessary only if the ENP wishes to additionally accessthe Platform's e-signature, DMS, or AI-enabled features under Section 6.1. One(1) Credit is consumed upon the successful completion of one (1) electronicnotarial act — that is, an act that results in a validly executed, PKI-signed,blockchain-anchored, and sealed electronic notarial document recorded in theElectronic Notarial Book and transmitted to the Supreme Court's CentralNotarial Database in accordance with the Rules. A Credit is not consumed, andany Credit debited in error is restored, where a notarization session fails, isaborted, or is not completed due to a verified Platform malfunctionattributable to Twala. Credits may, at Twala's discretion, be consumed forsessions that fail or are aborted for reasons attributable to the ENP or theAffiant/witness (for example, failed identity verification, connectivity issueson the Affiant's end, or the ENP's declination to proceed), and Twala willpublish its then-current policy on this point in the Platform's helpdocumentation.
5.2 Credit Packages and Pricing
Credits are sold in prepaid denominations of varying size, atthe prices and credit amounts published on Twala's pricing page(twala.ai/pricing) or presented to the ENP at in-platform checkout at the timeof purchase. Twala may introduce, discontinue, or adjust the availabledenominations and their corresponding prices or credit amounts from time totime, subject to prospective notice under Section 5.6; the denomination andprice displayed to the ENP at checkout, and reflected in the correspondingreceipt or invoice, will govern that purchase. Prices are quoted in PhilippinePesos and are inclusive of the twelve percent (12%) value-added tax (VAT)applicable to Twala's sale of Credits, invoiced under Twala's own TaxIdentification Number (TIN), unless otherwise indicated at checkout. Twala willissue an official receipt or invoice for each purchase in accordance with BIRrequirements, including Twala's Electronic Invoicing System (EIS) obligationswhere applicable.
5.3 No Expiration
Credits do not expire. A Credit purchased by an ENP remainsvalid and usable until consumed in accordance with Section 5.1, regardless ofhow much time has passed since purchase and regardless of whether the ENP'sSubscription remains active or lapses.
5.4 Replenishment
An ENP whose Credit balance is exhausted may purchase additionalCredits at any time in any of the denominations then offered, or such otherdenominations as Twala may introduce, provided the ENP's account is in goodstanding. Maintaining an active Subscription is not a precondition topurchasing or using Credits.
5.5 Non-Refundable; Non-Transferable; No Cash Value
Except as expressly stated in these Terms or as required by theConsumer Act of the Philippines (Republic Act No. 7394) or other applicablelaw, Credit purchases are final and non-refundable once made, whether or notthe Credits are subsequently used. Credits have no cash redemption value, maynot be sold, transferred, pledged, or assigned to any third party or to anotherENP account, and may not be exchanged for Subscription Fees or any other Twalaproduct or service.
5.6 Pricing Changes
Twala may adjust Credit pricing or denominations prospectivelyupon reasonable notice; such changes will not affect Credits already purchasedor the notarization entitlement already secured under a prior purchase.
6. Subscription Plan
6.1 Scope of Subscription
A Subscription is optional. An ENP may access and use thePlatform's core electronic notarization functionality (IEN and REN) solely bypurchasing Credits under Section 5, without maintaining a Subscription. ASubscription is required only where the ENP wishes to access the Platform'sadditional capabilities — namely its e-signature capabilities, documentmanagement system (DMS), and associated artificial intelligence-enabledfeatures (including “Lex AI”) — for use in the ENP's professional practice. TheSubscription does not include Credits; Credits for electronic notarial actsmust be purchased separately as described in Section 5, regardless of whetherthe ENP maintains a Subscription.
Twala offers the Subscription across several Plans — currentlyPersonal (free of charge, and not a Subscription), Professional, Business,Business Plus, and Enterprise — each with the features and pricing published onTwala's pricing page (twala.ai/pricing). Except where otherwise specified,references in these Terms to “the Subscription” apply equally regardless ofwhich paid Plan the ENP has selected; the Business Plan is the Plan referencedspecifically in Section 7 (Twala Early Access Program).
6.2 Subscription Fee
The Subscription Fee is the amount published on Twala's pricingpage (twala.ai/pricing), set out in the ENP's in-platform checkout or OrderForm, or otherwise communicated to the ENP in writing, payable in itsPhilippine Peso equivalent where quoted in another currency, computed atTwala's prevailing conversion rate at the time of billing (which may referencethe Bangko Sentral ng Pilipinas reference rate or Twala's payment processor'srate). Twala will publish or otherwise communicate the applicable fee prior toeach billing cycle. Subscription Fees are billed in advance on a monthlyrecurring basis unless another billing cycle is agreed in writing.
Subscription Fees are invoiced under Twala's own TaxIdentification Number (TIN) and are subject to the twelve percent (12%)value-added tax (VAT) applicable to Twala's direct sale of Subscription access,unless the ENP qualifies for a VAT-exempt or zero-rated treatment underapplicable law (for example, as a PEZA-registered entity or under a specificgovernment-agency exemption), in which case the ENP must furnish Twala with thesupporting documentation required to apply that treatment before it takes effect.Where the ENP is itself required by law to withhold expanded withholding tax(EWT) on its payments to Twala, the ENP shall furnish Twala with BIR Form 2307evidencing the amount withheld.
6.3 Fee Changes
Twala may change Subscription Fees or introduce new pricingtiers upon at least thirty (30) days' prior written or in-platform notice.Continued use of the Platform after the effective date of a fee changeconstitutes acceptance of the revised fee; if you do not agree, your soleremedy is to cancel your Subscription before the change takes effect.
6.4 Late Payment
If a Subscription Fee payment fails or is not received by itsdue date, Twala may: (a) charge interest on the overdue amount at the rate ofone percent (1%) per month, or the maximum rate permitted by applicable law,whichever is lower, accruing from the due date until paid in full; (b) suspendthe ENP's access to the Subscription's e-signature, DMS, and AI-enabledfeatures, without affecting the ENP's ability to use previously purchasedCredits under Section 5, until payment is received in full; and (c) treat thenon-payment as a ground for suspension or termination under Section 17.1(c).Except where the ENP's payment method has already failed on a prior attempt forthe same billing cycle, Twala will provide at least five (5) days' noticebefore suspending access for non-payment.
6.5 Cancellation
You may cancel your Subscription at any time through youraccount settings or by written notice to Twala. Cancellation takes effect atthe end of the then-current billing cycle; Twala does not provide proratedrefunds for partial billing periods except where required by law.
6.6 Fair Use
The Subscription is intended for use by the ENP in the ENP's ownindividual professional practice, and not for resale, sublicensing, orprovision of the Platform's e-signature, DMS, or AI-enabled features as abureau or outsourced service to unrelated third parties. Twala may monitorSubscription usage and, where an ENP's usage substantially and materiallyexceeds the volume reasonably expected of an individual ENP's professionalpractice — for example, sustained bulk or automated use of Lex AI, or DMS storagevolumes inconsistent with normal notarial and document-management practice —Twala may, upon reasonable notice, impose reasonable usage limits, applyadditional charges consistent with its then-published pricing, or throttle orsuspend the affected feature until usage is brought within reasonable limits.This Section does not affect the ENP's access to Credits or the Platform's coreelectronic notarization functionality under Section 5, and Twala will notinvoke this Section to restrict ordinary, good-faith use of the Subscription inthe ENP's individual notarial and legal practice.
This Section 6.6 supplements, and does not replace, thecorresponding provisions of the General Terms of Use, including the restrictionon reselling, sublicensing, or providing third-party access to the TwalaPlatform in clause 5.2(a), the obligation to comply with Twala's then-currentAcceptable Use Policy in clause 5.7(c), and the automatic upgrade to the nextapplicable Subscription Plan upon exceeding a Plan's usage limits in clause7.10. Where a usage-limit overage is capable of resolution through thatautomatic-upgrade mechanism, Twala will apply clause 7.10 of the General Termsof Use in the first instance; this Section 6.6 addresses usage patterns — suchas resale, sublicensing, or bureau-style use — that an upgrade in Plan tieralone would not resolve.
7. Twala Early Access Program
The Twala Early Access Program is offered on a limited-timebasis only and is not a standing or permanent feature of the Subscription.Twala may, in its sole discretion, enroll qualifying ENPs in the Program duringthe limited enrollment window that Twala designates from time to time, underwhich the monthly Subscription Fee (or its Peso equivalent) is waived for aperiod of twelve (12) consecutive months from the ENP's enrollment or accountactivation date, as specified in the ENP's welcome communication or accountdashboard.
• The waiver applies only to the Subscription Fee. It does notapply to, and does not include, Credits, payment gateway or facilitation fees,or any other charges under these Terms.
• The Early Access Program, including the availability of newenrollment, is a limited-time promotional benefit offered at Twala's solediscretion and only for so long as Twala continues to make it available. Twalamay close enrollment, modify, suspend, or discontinue the Program, or adjustits eligibility criteria or duration, at any time and without prior notice toENPs who have not yet enrolled, provided that any such change will notretroactively revoke a waiver already earned for the then-current month by anENP already enrolled.
• Upon expiry of the twelve (12) month waiver period, the ENP'saccount will, by default, revert from the Business Plan to the Personal Plan(Twala's free-of-charge tier), unless the ENP affirmatively elects, prior to orupon such expiry, to continue on the Business Plan or upgrade to another paidPlan (Professional, Business Plus, or Enterprise) at the then-prevailingSubscription Fee for the selected Plan. Twala will provide reminder notice atleast fifteen (15) days before the waiver expires, informing the ENP of theoption to continue on a paid Plan and the consequence of not doing so. An ENPwhose account reverts to the Personal Plan under this Section retains theability to access the Platform's core electronic notarization functionality(IEN and REN) by purchasing Credits under Section 5, consistent with Section6.1, but will not have access to the e-signature, DMS, or AI-enabled featuresassociated with a paid Plan unless and until the ENP subsequently subscribes.
• The Early Access Program is non-transferable, may not becombined with other subscription promotions unless expressly stated, and has nocash value. Eligibility to enroll is not guaranteed, and enrollment (whetherpast, current, or declined) does not entitle any ENP to any future or repeatedwaiver period once the Program is closed, modified, or discontinued.
8. Use of the Platform for Electronic Notarial Acts
The ENP shall use the Platform strictly in accordance with theRules, including but not limited to: (a) conducting identity verification andmulti-factor authentication of every Principal and witness prior to performinga notarial act; (b) ensuring the electronic document to be notarized is in PDFor PDF/A format as required under the Rules; (c) for REN, ensuring synchronousaudio-video appearance of the Principal (and witnesses, if any) through thePlatform's video-conferencing facility, with appropriate geo-locationverification; (d) affixing the ENP's PKI-based digital signature and electronicnotarial seal only in full view of, and with the express consent of, thePrincipal; and (e) maintaining accurate and complete entries in the ElectronicNotarial Book for every notarial act performed.
Consistent with Rule I, Section 5 of the Rules, the Platform mayonly be used for notarial acts falling within the scope of the Rules — namelyacknowledgment, affirmation or oath, jurat, and signature witnessing overelectronic documents. The ENP shall not use the Platform to perform, and thePlatform is not intended or represented as suitable for, the execution ofnotarial wills, deposition-taking, or the notarization of paper documents orinstruments bearing wet (handwritten) signatures or marks, all of which remaingoverned exclusively by the 2004 Rules on Notarial Practice.
For REN sessions specifically, and consistent with Rule III,Section 1 of the Rules, the ENP shall ensure that the appearance of thePrincipal and any witnesses is synchronous and live; pre-recorded video of aPrincipal or witness signing or appearing is strictly prohibited, and the ENPshall require the Principal and witnesses to remain within view of thevideoconferencing camera throughout the notarization process.
The ENP acknowledges that session recordings (audio/video)generated during REN sessions may be retained by the Platform to support theintegrity of the Electronic Notarial Book and compliance with the Rules, andthat the ENP is responsible for informing Principals and witnesses of suchrecording as required by law.
9. ENP Obligations, Representations, and Warranties
By using Twala Notary, the ENP represents, warrants, andundertakes that the ENP will, at all times:
1. Maintain a valid, subsisting, and unrevoked commission as anotary public and ENP accreditation for the relevant territorial jurisdictionand period, and promptly furnish Twala with proof of renewal upon request;
2. Perform all electronic notarial acts personally, and not permitany other person, including staff or associates, to use the ENP's credentialsto perform or purport to perform a notarial act;
3. Comply with all applicable laws, including the 2004 Rules onNotarial Practice (as applicable), the Rules on Electronic Notarization (A.M.No. 24-10-14-SC), the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), theCode of Professional Responsibility and Accountability, the Data Privacy Act of2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, theAnti-Money Laundering Act (as applicable to notarial practice), and allapplicable tax laws, including issuance of official receipts for professionalfees collected;
4. Independently assess and be solely responsible for the legality,authenticity, and propriety of every document and transaction notarized,regardless of any AI-assisted flag, suggestion, or output generated by thePlatform;
5. Maintain professional liability insurance or bond coverage asmay be required under the Rules or the ENP's local Executive Judge'sguidelines;
6. Safeguard the confidentiality of documents, Principal personaldata, and session recordings accessed through the Platform, and process suchdata strictly as a Personal Information Controller in relation to the ENP'snotarial practice records, in compliance with the Data Privacy Act;
7. Keep confidential the terms and contents of every documentelectronically notarized, and, consistent with Rule XII, Section 7 of theRules, refrain (and ensure that the ENP's heirs, assigns, or representativesrefrain) from making any comment, written statement, or press release to anymember of the media concerning the substance or terms of any document notarizedby the ENP, disclosing information obtained in the notarization process onlypursuant to a court order or as otherwise required by law, consistent with RuleXII, Section 8 of the Rules;
8. Not use the Platform to notarize documents the ENP knows or hasreason to believe are fraudulent, forged, executed under duress, or intended tofurther an unlawful purpose;
9. Furnish Twala, as withholding agent for the Payment FacilitationService, with a current Income Payee's Sworn Declaration of GrossReceipts/Sales and BIR Certificate of Registration (BIR Form 2303), andpromptly notify Twala of any change affecting the ENP's applicable withholdingtax rate, all as further described in Section 11.8;
10. Promptlyreport to Twala any suspected security incident, unauthorized access, or breachinvolving the ENP's account or any document processed through the Platform.
9.1 Relationship of the Parties
Nothing in these Terms creates an employment, agency (except thelimited payment-collection agency described in Section 11), partnership, orjoint venture relationship between Twala and any ENP. The ENP is, and remains,an independent professional exercising an independent notarial commissiongranted by the Supreme Court. Twala is not responsible for the ENP's compliancewith tax registration, professional tax, or other regulatory obligationsattendant to independent practice.
9.2 Acceptable Use
In addition to the ENP's other obligations under this Section 9,the ENP shall not use the Platform to: (a) upload, transmit, or store anyvirus, malware, ransomware, or other harmful or malicious code; (b) engage inany activity that is unlawful, fraudulent, defamatory, harassing, orthreatening, or that violates the rights of any third party; (c) attempt togain unauthorized access to any part of the Platform, or to any system,network, or account not belonging to the ENP; (d) interfere with or disrupt theintegrity, security, or performance of the Platform or any data containedtherein; or (e) otherwise use the Platform in violation of any applicable law,including anti-money laundering, anti-terrorism financing, and data privacylaws. A breach of this Section 9.2 constitutes a material breach of these Termsand grounds for immediate suspension or termination under Section 17.1.
10. Artificial Intelligence Features
The Platform's AI-enabled features (including “Lex AI” andrelated document intelligence tools) are provided as productivity aids only. AIoutputs may be incomplete, inaccurate, or unsuitable for a particular purpose,and do not constitute legal advice, notarial certification, or a substitute forthe ENP's own review and professional judgment. TWALA DISCLAIMS ANY WARRANTYTHAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, OR FIT FOR ANY LEGAL ORNOTARIAL PURPOSE. The ENP remains solely responsible for independentlyverifying any AI-assisted output before relying on it in connection with anotarial act or client engagement.
11. Payment Facilitation Services for Affiant Fees
11.1 Limited Collection Agency
Where an ENP elects to collect notarial or professional feesfrom an Affiant through the Platform, Twala facilitates such collection solelyas a limited payment collection agent of the ENP, and coordinates settlementthrough Xendit Philippines, Inc. or its applicable group entity (“Xendit”), aBangko Sentral ng Pilipinas-registered payment gateway and operator of paymentsystems, or such other BSP-licensed or BSP-registered payment gateway,processor, or Operator of Payment Systems as Twala may engage from time to timein substitution or in addition to Xendit (each, a “Payment Partner”). Allcollection and disbursement of Affiant fees is processed through the PaymentPartner's licensed payment rails and settlement accounts; Twala itself does nothold, safekeep, or take beneficial ownership of Affiant funds beyond thelimited period, if any, necessary to instruct and reconcile such processing,and does not operate as a bank, electronic money issuer, or Operator of PaymentSystems in its own right. Nothing in this Section shall be construed as Twalaassuming the obligations of a Payment Partner; Twala's role is limited tointegrating with, and passing transaction and disbursement instructions to, itsduly licensed or registered Payment Partner.
11.1a Tax Invoicing Treatment
For Philippine tax and BIR electronic invoicing purposes, andconsistent with Twala's Tax Compliance Framework, Twala issues theclient-facing invoice for the collected professional or notarial fee under itsown Tax Identification Number (TIN) and is treated as principal for value-addedtax (VAT) and invoicing purposes on this leg, recognizing the collected fee asgross revenue and the corresponding payout to the ENP as an expense. This taxand invoicing treatment is adopted for BIR compliance reasons — includingTwala's obligations under the Electronic Invoicing System (EIS) — and does notalter, expand, or diminish the limited payment-collection agency relationshipdescribed in this Section 11, Twala's disclaimer of beneficial ownership ofAffiant funds under Section 11.1, or the ENP's sole responsibility for theunderlying notarial engagement with the Affiant. The ENP remains the partyrendering notarial services to the Affiant and the professional entitled to thefee, net of the deductions described in Section 11.3 and any tax withheld underSection 11.8.
11.2 Collection on Behalf of ENP
Fees collected from an Affiant through the Platform arecollected by Twala for and on behalf of the relevant ENP. The contractualobligation to render notarial services in exchange for such fees remains solelybetween the ENP and the Affiant; Twala is not a party to that engagement andassumes no liability for the adequacy, fairness, or propriety of fees chargedby an ENP.
The Payment Facilitation Service covers only professional ornotarial fees collected electronically through a Payment Partner. Where anAffiant instead pays the professional or notarial fee directly to the ENP incash or by any other means outside the Platform, that payment is entirelyoutside the scope of the Payment Facilitation Service; Twala does not collect,process, withhold tax from, reconcile, or otherwise have any involvement insuch a payment, and Section 11.8's provisions on Twala's withholding and BIRForm 2307 issuance do not apply to it. The ENP is solely responsible, inaccordance with Section 11.8, for issuing an official receipt or invoicedirectly to the Affiant for any such cash or off-Platform payment, and for itsown compliance with all applicable Bureau of Internal Revenue regulations withrespect to that payment.
11.3 Fees and Deductions
From amounts collected on behalf of an ENP, Twala shall deduct:(a) the payment gateway or processing fee charged by the applicable PaymentPartner for the transaction; (b) any Twala facilitation or platform feedisclosed to the ENP in the applicable fee schedule at the time the ENP enablesthis feature; and (c) any tax required by law to be withheld from the ENP'sprofessional fee, as described in Section 11.8. The resulting amount (the “NetPayout Amount”) is what will be remitted to the ENP in accordance with thepayout schedule the ENP selects under Section 11.4, exclusive of anyDocumentary Stamp Tax amount passed through under Section 11.3a. Twala willmake available to the ENP an itemized transaction statement showing grosscollections, deductions (including any tax withheld), and Net Payout Amountsfor each payout cycle.
11.3a Documentary Stamp Tax (eDST) Pass-Through
Where applicable, the amount collected from an Affiant alsoincludes the Documentary Stamp Tax remitted through the ENP's own electronicDocumentary Stamp Tax (eDST) enrollment under Bureau of Internal RevenueRevenue Regulations No. 028-2025. The eDST amount is passed through to theENP's eDST account at cost, referencing the ENP's own eDST enrollment and stampissuance; it is not treated as VATable revenue of Twala or as taxableprofessional income of the ENP, and is not part of the deductions described inSection 11.3. The ENP is solely responsible for maintaining its own eDSTenrollment and for ensuring its eDST deposit balance is sufficient to generatestamps for pending notarizations; Twala is not responsible for any notarizationthat cannot proceed due to an insufficient eDST balance. The ENP acknowledgesthat eDST top-ups may be processed independently of the ENP's chosen payoutfrequency under Section 11.4, and that selecting a slower payout frequency toreduce disbursement fees may increase the risk of the ENP's eDST balancerunning low between payout cycles; the ENP remains responsible for monitoringand maintaining its own eDST balance regardless of the payout frequencyselected.
11.4 Payout Schedule
ENPs may elect to receive Net Payout Amounts on a weekly,bi-weekly (every two weeks), or end-of-month basis, as selected in the ENP'saccount settings. A less frequent payout schedule reduces the ENP's cumulativedisbursement fees under Section 11.3 but may affect the timing of fundsavailable for the ENP's own eDST balance under Section 11.3a; Twala disclosesthis trade-off to the ENP at the point of selecting a payout frequency. Theindicative cut-off and disbursement timelines are as follows:
Payout Frequency
An ENP may change its selected payout frequency prospectivelythrough the Platform; changes take effect from the next full payout cycle.
11.5 Minimum Payout and Bank Details
Twala may set a minimum Net Payout Amount threshold below whichdisbursement is carried forward to the next cycle. The ENP is solelyresponsible for the accuracy and currency of the bank account or e-walletdetails provided for disbursement, and Twala is not liable for delayed,misdirected, or failed payouts arising from inaccurate or outdated payeeinformation supplied by the ENP.
11.6 Timing Dependent on Third Parties
All payout timelines are indicative only and are dependent onthe processing times, cut-off schedules, and operational availability ofTwala's Payment Partners and the ENP's receiving bank or e-wallet provider, aswell as compliance holds arising from fraud prevention, anti-money launderingscreening, or dispute resolution under Section 11.7. Twala does not guaranteesame-day or next-day disbursement and shall not be liable for delays caused bysuch third parties or by regulatory holds.
11.7 Chargebacks, Refunds, and Disputes
Where an Affiant disputes a charge, requests a refund, orinitiates a chargeback in respect of fees collected on behalf of an ENP, theENP shall cooperate with Twala and the relevant Payment Partner in resolvingthe matter. The ENP authorizes Twala to withhold the disputed amount from apending payout, or to offset the amount of any upheld chargeback, refund, orreversal against future Net Payout Amounts owed to the ENP. Where amounts owedby the ENP exceed available future payouts, the ENP agrees to reimburse Twalaon demand.
11.8 Taxes
The ENP must submit to Twala the tax documents described in thisSection 11.8 so that Twala, as withholding agent, can determine the correctexpanded withholding tax (EWT) rate applicable to the ENP; failure to submitvalid, current documents will result in Twala defaulting to the higher tenpercent (10%) withholding rate described below until a valid submission is onfile.
Twala acts as a withholding agent under Philippine tax law withrespect to the professional or notarial fee portion of amounts collected onbehalf of an ENP under this Section 11. Twala will withhold expandedwithholding tax (EWT) from each payout at the rate applicable to the ENP — fivepercent (5%), if the ENP is not VAT-registered and has declared expected grossincome for the year not exceeding ₱3,000,000, or ten percent (10%), if the ENPis VAT-registered or has declared expected gross income exceeding thatthreshold — determined in accordance with the ENP's Income Payee's SwornDeclaration of Gross Receipts/Sales and BIR Certificate of Registration (BIRForm 2303) furnished to Twala. If the ENP has not furnished a valid, currentdeclaration and Certificate of Registration, Twala will withhold at the higherten percent (10%) rate by default until a valid declaration is on file. The ENPmust furnish, and keep current, this declaration and Certificate ofRegistration at onboarding and at the start of each calendar year, and mustpromptly notify Twala of any change to the ENP's registration status or grossincome projection and of whether Twala is the ENP's sole source of professionalincome for purposes of the applicable gross income threshold.
Twala will issue BIR Form 2307 to the ENP consolidating the EWTwithheld, at least quarterly (on or before the 20th day of the month followingthe close of each taxable quarter), as required by law. As a matter of standardpractice, Twala consolidates and issues this certificate monthly rather thanwaiting until quarter-end, and will issue the certificate immediately upon theENP's written request for a specific payment. Amounts withheld are a creditagainst the ENP's own final income tax liability and do not reduce the ENP'staxable income; the ENP remains solely responsible for its own income tax,value-added tax or percentage tax, and other filings and payments, and fordetermining the correct tax treatment of income earned outside the Platform.
The ENP shall issue, or cause to be issued, its own SalesInvoice or Official Receipt to Twala covering the professional fee amount foreach payout cycle, to substantiate Twala's expense deduction and input VATcredit; where the ENP does not hold its own Permit to Use a ComputerizedAccounting System, the Platform may assist in preparing a draft invoice for theENP's review and approval, but the ENP remains the legal issuer of record.Where a professional or notarial fee is paid electronically within the Platformthrough the Payment Facilitation Service, Twala issues the correspondingclient-facing invoice or official receipt to the Affiant under Twala's own TaxIdentification Number (TIN), consistent with Section 11.1a; the ENP is notresponsible for issuing that invoice or receipt. Where a professional ornotarial fee is instead paid to the ENP in cash or by any other means outsidethe Platform, as described in Section 11.2, the ENP is solely responsible forissuing the official receipt or invoice to the Affiant for that payment, andfor its own compliance with Bureau of Internal Revenue regulations, includingany Electronic Invoicing System obligations that may separately apply to theENP with respect to it. Twala's provision of transaction statements and BIRForm 2307 is for reconciliation and compliance purposes only and does notconstitute tax advice.
11.9 No Interest; No Fiduciary Duty Beyond Agency Scope
Except as required by law, no interest or other earnings accrueto the ENP on amounts held temporarily by Twala or its Payment Partners pendingdisbursement. Twala's obligations in respect of collected funds are limited tothe agency function described in this Section 11 and do not extend to anybroader fiduciary, trust, or custodial duty.
12. Intellectual Property
12.1 Ownership
The Platform, including its software, source code, HashProofTechnology™, user interfaces, designs, templates, documentation, and allassociated intellectual property rights, is and remains the exclusive propertyof Twala or its licensors. These Terms grant the ENP a limited, non-exclusive,non-transferable, revocable license to access and use the Platform for theENP's professional notarial and document-management purposes, subject tocompliance with these Terms. No other rights, title, or interest in the Platformare granted or implied. Documents, data, and content uploaded by the ENP orAffiants remain the property of the party who owns them, subject to the limitedlicense granted to Twala to host, process, and display such content solely toprovide the Platform's services.
12.2 Restrictions on Use
Except to the extent such restriction is prohibited byapplicable law, the ENP shall not, and shall not permit, authorize, or assistany third party to:
• reverse engineer, decompile, disassemble, or otherwise attemptto derive or reconstruct the source code, underlying ideas, algorithms,structure, or organization of the Platform;
• modify, adapt, translate, or create any derivative work based onthe Platform;
• copy, reproduce, distribute, sublicense, rent, lease, resell, orotherwise make the Platform available to any third party outside the scope ofthe ENP's own professional practice;
• circumvent, disable, tamper with, or otherwise interfere withany security-related feature, rate limit, or usage-tracking mechanism of thePlatform, including multi-factor authentication, identity verification,HashProof Technology™, or access controls, or configure the Platform to avoidincurring Subscription Fees or the consumption of Credits that would otherwiseapply;
• access or use the Platform through any robot, spider, scraper,crawler, or other automated means, or otherwise interfere with the properfunctioning of the Platform, without Twala's prior written consent;
• use the Platform to develop, test, or benchmark a competingproduct or service, or otherwise use the Platform for any competitive analysiswithout Twala's prior written consent; or
• remove, obscure, or alter any copyright, trademark, or otherproprietary notice appearing on or within the Platform.
Any breach of this Section 12.2 constitutes a material breach ofthese Terms, entitling Twala to immediately suspend or terminate the ENP'saccount under Section 17, in addition to any other remedy available to Twala atlaw or in equity, including injunctive relief. The ENP further acknowledgesthat certain conduct described in this Section 12.2 — including tampering with,altering, or circumventing the effective technological measures securing theElectronic Notarial Seal, the Electronic Notarial Book, or a notarizedelectronic document, and using a VPN or similar technology to alter ormisrepresent a party's actual location during a notarial act — is independentlysubject to prosecution and administrative sanction as a Punishable Act underRule XII, Section 3 of the Rules, apart from and in addition to any liabilityarising under these Terms.
13. Data Privacy
13.1 Data Processing Roles
Twala processes personal data in accordance with the DataPrivacy Act of 2012 (Republic Act No. 10173), its Implementing Rules andRegulations, and Twala's Privacy Policy published at twala.ai/privacy-policy,which is incorporated into these Terms by reference. As between Twala and theENP, the ENP acts as the Personal Information Controller in respect of personaldata of Affiants and witnesses collected in the course of the ENP's notarialpractice, while Twala acts as a Personal Information Processor providing theprocessing infrastructure, except where Twala independently determines thepurpose and means of processing (for example, for Platform security, fraudprevention, or the operation of the Electronic Notarial Book as required by theRules), in which case Twala acts as a joint or independent controller to thatlimited extent. The parties agree to execute such data sharing or outsourcingagreements as may reasonably be required to give effect to this allocation ofroles.
13.2 Data Retention
Twala will store and retain Electronic Notarial Books, notarizedelectronic documents, audiovisual recordings of REN sessions, identityverification and biometric data, and other notarial records generated throughthe Platform in adherence with the retention periods, formats, and securitystandards prescribed by the Supreme Court, including Rule XII, Section 2 of theRules (which requires such records to be retained for the duration of the ENP'scommission, or such longer period as may be directed by a court of competentjurisdiction, in secure servers — cloud or on-premise — with firewall,encryption, and other technical security measures approved by the SupremeCourt) and the general features required of an accredited ENF under Rule VII,Section 2 of the Rules. Twala will adjust its retention practices as necessaryto remain consistent with any future rule, circular, directive, oraccreditation condition issued by the Supreme Court or the ENA regarding theretention, security, or disposal of notarial records, without need for furtheramendment of these Terms.
Where the Rules, the Data Privacy Act, or an applicable Twaladata retention schedule prescribe differing retention periods for the samecategory of data, Twala will apply whichever period is longer, unless doing sowould itself violate a Supreme Court directive or applicable law. Upon theENP's resignation, or the expiration or revocation of the ENP's commission,retained records will continue to be held and, where required under Rule XI,Section 4 and Rule VIII, Section 6(b) of the Rules, surrendered or forwarded tothe ENA, in accordance with Section 17.3 of these Terms.
13.3 Session Recordings and Verification Data
Session recordings, identity verification data, and biometricdata collected for MFA and e-KYC purposes are retained for the periods requiredunder the Rules, applicable BSP e-KYC guidelines, and Twala's data retentionschedule, and are processed using industry-standard encryption and accesscontrols.
13.4 Transmission to the Supreme Court
The ENP acknowledges and agrees that, as a condition of Twala'sENF accreditation, personal data contained in notarized electronic documents,Electronic Notarial Book entries, and related notarial records is transmittedor reported by the Platform to the Supreme Court (whether directly to theCentral Notarial Database once operational, or to the ENA during any applicableTransitional Period, as described in Section 3.1), and that this transmissionis a disclosure required by law under the Rules rather than a discretionarysharing of data by Twala. Consistent with Rule XII, Sections 7 and 8 of theRules, information obtained in the course of an electronic notarial act shallotherwise be kept confidential by the ENP and disclosed only pursuant to acourt order or as otherwise required by law. The ENP is responsible forinforming Principals and witnesses, as part of the notarial process, that theirpersonal data will be transmitted to and retained by the Supreme Court in thismanner, and for obtaining any consent or acknowledgment required under the DataPrivacy Act in connection with such disclosure.
14. Service Availability; No Warranty
Twala targets, but does not guarantee, 99.9% platform uptime,exclusive of scheduled maintenance and events beyond Twala's reasonablecontrol. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLESTEXTENT PERMITTED BY LAW, TWALA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Twala does notwarrant that the Platform will be free of vulnerabilities, that all notarialacts will be recognized in every jurisdiction, or that the Supreme Court'sCentral Notarial Database or related infrastructure will at all timesinteroperate with the Platform without delay or interruption, given that suchinfrastructure is owned, operated, and controlled by the Supreme Court and notby Twala.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TWALA,ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OFPROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THE ENP'S USEOF THE PLATFORM, ANY NOTARIAL ACT PERFORMED BY THE ENP, OR ANY PAYMENTFACILITATION SERVICE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IFTWALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TWALA'S AGGREGATE LIABILITY TO THE ENP ARISING OUT OF ORRELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEESAND CREDIT PURCHASES ACTUALLY PAID BY THE ENP TO TWALA IN THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, CONSISTENTWITH THE LIABILITY CAP IN CLAUSE 11.1 OF THE GENERAL TERMS OF USE. THIS CAPAPPLIES TOGETHER WITH, AND DOES NOT STACK IN ADDITION TO, THE CAP IN CLAUSE11.1 OF THE GENERAL TERMS OF USE FOR THE SAME UNDERLYING EVENT OR CLAIM.
Consistent with clause 11.3 of the General Terms of Use, nothingin these Terms limits or excludes liability for: (a) personal injury or death;(b) fraud or willful misconduct; or (c) a breach of the confidentialityobligations in Section 18 of these Terms or clause 9 of the General Terms ofUse. For the avoidance of doubt, Twala assumes no liability whatsoever for thesubstance, validity, or legal effect of any document notarized by an ENP, orfor any act or omission of the ENP in the exercise of the ENP's independentnotarial commission.
16. Indemnification
16.1 Indemnification by the ENP
The ENP agrees to indemnify, defend, and hold harmless Twala andits officers, directors, employees, and agents from and against any and allclaims, liabilities, damages, losses, and expenses (including reasonableattorney's fees) arising out of or relating to: (a) the ENP's performance of,or failure to properly perform, any notarial act; (b) the ENP's breach of theseTerms, the Rules, the Notarial Law, or any applicable law or professionalresponsibility rule; (c) any dispute between the ENP and an Affiant, includingdisputes over fees collected through the Payment Facilitation Service; (d) theENP's failure to maintain accreditation, insurance, or bonding required underapplicable law; or (e) the ENP's negligence, fraud, or willful misconduct.
16.2 Limited Indemnification by Twala
Twala shall defend the ENP against any third-party claimalleging that the ENP's authorized use of the Platform, provided by Twala andused strictly in accordance with these Terms, infringes that third party'sPhilippine intellectual property rights, and shall indemnify the ENP fordamages and reasonable costs finally awarded against the ENP as a result of, oragreed to in a Twala-approved settlement of, such a claim. This indemnity doesnot extend to any claim arising from: (a) the ENP's use of the Platform inbreach of these Terms or in a manner not authorized by Twala; (b) modificationof the Platform by anyone other than Twala; (c) combination of the Platformwith any product, service, or data not provided by Twala, where the claim wouldnot have arisen but for that combination; (d) any Beta Release or Free AccessSubscription (as defined in the General Terms of Use); or (e) content, data, ordocuments uploaded or provided by the ENP or any Affiant. This Section 16.2states Twala's sole obligation, and the ENP's sole remedy, for any claim thatthe Platform infringes a third party's intellectual property rights, andTwala's aggregate liability under this Section 16.2 remains subject to thelimitation of liability in Section 15.
17. Suspension and Termination
17.1 By Twala
Twala may suspend or terminate an ENP's account, with or withoutprior notice where reasonably necessary to prevent harm, upon: (a) expiration,suspension, or revocation of the ENP's notarial commission or ENPaccreditation, whether that is reported by the ENP or notified directly toTwala by the Supreme Court or the ENA as described in Section 4.2; (b) materialbreach of these Terms; (c) non-payment of Subscription Fees; (d) reasonablesuspicion of fraud, money laundering, or use of the Platform for an unlawfulpurpose; or (e) a directive from the Supreme Court, the ENA, or other competentauthority.
17.2 By the ENP
The ENP may terminate its account at any time by written noticeto Twala, subject to settlement of any outstanding fees owed.
17.3 Effect of Termination
Upon termination: (a) the ENP's license to access the Platformimmediately ceases; (b) any unused Credits are forfeited, except wherereinstatement or refund is required by applicable law; (c) accrued butundisbursed Net Payout Amounts will be settled in accordance with Section 11,less any lawful deductions or offsets; and (d) the ENP remains responsible forretrieving or requesting export of the Electronic Notarial Book and relatedrecords to the extent required for the ENP's continuing recordkeeping obligationsto the Supreme Court, subject to a reasonable transition period to be agreedwith Twala.
17.4 Discontinuation of Service; Loss of Twala's Accreditation
Twala's accreditation as an ENF governs only the Platform'selectronic notarization functionality (IEN and REN) accessed through Credits;it does not govern the Subscription's e-signature, DMS, or AI-enabled features,which are not dependent on that accreditation and are not affected by itssuspension, revocation, or non-renewal. If Twala's ENF accreditation issuspended, revoked, or not renewed by the Supreme Court, or if Twala otherwisediscontinues Twala Notary, in whole or as to its electronic notarizationfunctionality specifically, Twala will notify affected ENPs as promptly asreasonably possible under the circumstances. Where the discontinuation iswithin Twala's control (for example, a business decision to wind down theproduct), Twala will use commercially reasonable efforts to provide at leastthirty (30) days' advance notice; no such advance notice applies where the lossof accreditation results from an immediate directive of the Supreme Court orthe ENA beyond Twala's control, in which case Twala will notify ENPs as soon asreasonably practicable after the directive takes effect.
Upon a discontinuation under this Section 17.4: (a) if thediscontinuation results from the suspension, revocation, or non-renewal ofTwala's ENF accreditation, Twala will refund, on a pro-rata basis, any unusedCredit balance, notwithstanding the non-refundable treatment of Creditsdescribed elsewhere in these Terms, which shall not apply to such adiscontinuation; the Subscription Fee is not governed by Twala's ENFaccreditation and is not subject to refund on this ground alone, and the ENP'sSubscription will continue in accordance with Section 6 for so long as Twalacontinues to offer it; (b) if Twala discontinues Twala Notary in its entirety,including the Subscription, Twala will additionally refund, on a pro-ratabasis, any unused, prepaid portion of the Subscription Fee for the then-currentbilling cycle; (c) Twala will provide the ENP a reasonable transition period,of not less than thirty (30) days where practicable, to export or requestdelivery of the Electronic Notarial Book and related notarial recordsmaintained through the Platform, consistent with the ENP's continuingrecordkeeping obligations to the Supreme Court; and (d) Twala's aggregateliability arising from any discontinuation under this Section 17.4 remainssubject to the limitation of liability in Section 15.
18. Confidentiality
Each party agrees to protect the other's confidentialinformation, including business, technical, and client information disclosed inconnection with these Terms, using at least the same degree of care it uses toprotect its own confidential information of similar nature, and not to disclosesuch information to third parties except as necessary to perform itsobligations, as required by law, or as required by the Supreme Court or othercompetent regulatory or judicial authority.
19. Force Majeure
Neither party shall be liable for any failure or delay inperformance under these Terms resulting from causes beyond its reasonablecontrol, including acts of God, natural disasters, war, civil unrest,government action, internet or telecommunications failures, or failures ofthird-party infrastructure (including Payment Partners, cloud hostingproviders, or Supreme Court systems).
20. Amendments
Twala may amend these Terms from time to time to reflect changesin applicable law (including future issuances of the Supreme Court or the ENA),Platform functionality, or business practice. Material changes will be notifiedto ENPs at least fifteen (15) days before taking effect, via the Platform,email, or such other means as Twala deems appropriate. Continued use of thePlatform after the effective date of an amendment constitutes acceptance of theamended Terms.
21. Assignment
The ENP may not assign or transfer any right or obligation underthese Terms without Twala's prior written consent. Twala may assign theseTerms, in whole or in part, in connection with a merger, acquisition, corporatereorganization, or sale of substantially all of its assets, provided that anyassignee agrees to be bound by these Terms.
22. Governing Law and Dispute Resolution
These Terms are governed by the laws of the Republic of thePhilippines, without regard to conflict-of-law principles. The parties shallfirst attempt in good faith to resolve any dispute arising out of or relatingto these Terms through amicable negotiation for a period of thirty (30) days.If the dispute remains unresolved, it shall be submitted to the exclusivejurisdiction of the proper courts of Taguig City, Metro Manila, withoutprejudice to Twala's right to seek injunctive or equitable relief in any courtof competent jurisdiction to protect its intellectual property or confidentialinformation.
23. General Provisions
23.1 Entire Agreement
These Terms, together with Twala's Terms of Use, Privacy Policy,and any order form, fee schedule, or annex referenced herein, constitute theentire agreement between the ENP and Twala regarding the subject matter hereof,and supersede all prior discussions, negotiations, and agreements on thatsubject.
23.2 Severability
If any provision of these Terms is held invalid orunenforceable, the remaining provisions shall continue in full force andeffect, and the invalid provision shall be deemed modified to the minimumextent necessary to make it enforceable.
23.3 No Waiver
No failure or delay by Twala in exercising any right under theseTerms shall operate as a waiver of that right, nor shall any single or partialexercise preclude any other or further exercise of any right.
23.4 Survival
Sections 3, 4.3, 9, 10, 11.1a, 11.2, 11.3a, 11.7 through 11.9,12, 13, 14, 15, 16, 17.3, 17.4, 18, and 22 shall survive termination orexpiration of these Terms.
23.5 Notices
Notices to Twala shall be sent to legal@twala.io or such otheraddress as Twala may designate. Notices to the ENP shall be sent to the emailaddress or in-app notification address registered on the ENP's Platformaccount.
23.6 Language
These Terms are executed in the English language. Anytranslation provided is for convenience only, and the English version shallprevail in case of conflict.
23.7 No Third-Party Beneficiaries
Except as expressly provided in these Terms, these Terms areintended solely for the benefit of Twala and the ENP, and do not confer anyright or remedy upon any Affiant, witness, or other third party, whether incontract, tort, statute, or otherwise. Nothing in these Terms creates acontractual relationship between Twala and any Affiant or witness, and noAffiant or witness may bring any claim against Twala under these Terms; this iswithout prejudice to any independent right of action such person may haveagainst Twala arising outside of these Terms under applicable law, includingthe Data Privacy Act.
24. Twala Legal and Evidentiary Support
Twala may, from time to time and at its discretion, providelegal and evidentiary support services to ENPs and their clients in connectionwith electronic documents notarized through the Platform — includingcertification of document integrity anchored through HashProof Technology™,provision of audit trails and verification reports, and assistance respondingto subpoenas, court orders, or other formal requests relating to a notarizedelectronic document. These services are governed by, and subject to the scope,procedures, fees, and limitations set out in, Twala's Litigation andEvidentiary Support Services Policy, as may be amended, updated, or supersededfrom time to time (the “Evidentiary Support Policy”), which is incorporatedinto these Terms by reference and made available to ENPs upon request or aspublished by Twala.
In the event of a conflict between these Terms and theEvidentiary Support Policy specifically as to a matter of legal or evidentiarysupport, the Evidentiary Support Policy governs; for all other matters, theseTerms govern. Nothing in this Section obligates Twala to provide legal advice,to represent the ENP or any Principal in any proceeding, or to act as counselof record; Twala's role in connection with any legal or evidentiary supportrequest remains limited to that of a technology and evidentiary supportprovider, consistent with Section 3 of these Terms.
25. Acknowledgment and Acceptance
By checking the box marked “I have read and agree to the TwalaNotary Terms and Conditions,” completing ENP onboarding, or otherwise accessingor using Twala Notary, the ENP acknowledges having read, understood, andvoluntarily agreed to be bound by these Terms in their entirety.
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