Terms of Use for Lawyers and Notaries

1. Introduction and Acceptance

These Terms of Use for Lawyers and Notaries (“Terms”) govern access to and use of the Twala platform, a software-as-a-service platform owned and operated by Ohelio Inc., doing business as Twala (“Twala,” “we,” “us,” or “our”), by members of the Philippine Bar who apply for or hold an accreditation from Twala to host consultations on the Platform (each, a “Lawyer”) and by Electronic Notaries Public who have been duly commissioned and/or accredited by the Supreme 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 (each, an “ENP”). Lawyers and ENPs are each referred to in these Terms as a “Partner,” “you,” or “your.”

Twala is an accredited Electronic Notarization Facility (“ENF”) of the Supreme Court of the Philippines within the meaning of the Rules, and operates under the direct regulatory oversight of the Supreme Court. As further described in Section 7, the Platform is integrated with the Supreme Court’s electronic notarization infrastructure, and transmits electronic notarial acts, notarized documents, and Electronic Notarial Book entries to the Supreme Court in the course of an ENP’s use of the Platform. Twala’s accreditation as an ENF concerns electronic notarization only; it does not extend to, and is not a representation by the Supreme Court about, consultations or any other legal service rendered by a Partner.

By submitting an application as a Lawyer or ENP, clicking “I Agree” or checking a box indicating your agreement to these Terms, completing onboarding verification, creating a payment link, purchasing a Subscription or Credits, or otherwise using the Platform as a Partner, you confirm that you have read, understood, and agree to be bound by these Terms, as well as all applicable laws, rules, and regulations governing the practice of law and, for ENPs, notarial practice in the Philippines. If you do not agree, you must not apply as, or act as, a Partner on the Platform.

Consistent with Republic Act No. 8792 (the Electronic Commerce Act of 2000) and the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), the Partner’s electronic acceptance of these Terms, whether by checking a box, clicking “I Agree,” or otherwise electronically indicating assent, constitutes a valid and binding signature and manifestation of consent, enforceable to the same 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 have authority to bind that entity, and “you” shall refer to both you individually and that entity. The professional obligations in these Terms that attach to a Lawyer or ENP as a member of the Bar or as a notary public remain personal to the individual Partner and are not assumed by, or shifted to, the entity.

1.1 Who These Terms Apply To

These Terms apply to every Partner. Some Sections apply only to one kind of Partner, and say so in their heading and opening sentence:

• Sections 7, 8, 10, and 11, and Sections 12.2, 14.5, 16.2, and 16.5, apply only to ENPs, because they concern electronic notarization, Notarization Credits, and Twala’s obligations as an ENF.
• Section 5 (Consultations) and Section 6 (Partner Network, Recommendations, and Reviews) apply to every Partner who hosts consultations or is listed on the Partner Network, ENPs included.
• All other Sections apply to Lawyers and ENPs alike.

A Lawyer may not perform, offer, or hold themselves out as able to perform any notarial act on or through the Platform. A Lawyer who is later commissioned as an ENP may apply on the Platform as an ENP, as described in Section 4.3.

1.2 Relationship to the Twala Terms of Use

The Partner services described in these Terms (consultations, the Partner Network, the Payment Facilitation Service, and, for ENPs, electronic notarization) are features of the broader Twala Platform, together with its eSignature, document management, and artificial intelligence features. Twala’s Terms of Use published at twala.ai/terms-of-use (the “General Terms of Use”) continue to apply to the Partner’s use of the Twala Platform as a whole, including matters such as Customer Data ownership, data hosting and access, security-incident notification, general suspension and termination rights, and the treatment of Free Access Subscriptions and Beta Releases.

These Terms are service-specific terms that supplement, and do not replace, the General Terms of Use, and set out the additional commercial, professional, and operational terms that apply to Partners, namely accreditation, consultations, the Partner Network, the Subscription, Credits, ENF-specific obligations, and the Payment Facilitation Service described below. For purposes of the General Terms of Use, the Subscription and Credits described in these Terms constitute the Partner’s “Subscription Plan.” In the event of a direct conflict between these Terms and the General Terms of Use specifically as to a matter expressly addressed in these Terms (such as consultations, the treatment of Credits, the Early Access Program, or the Payment Facilitation Service), these Terms govern; for all other matters, the General Terms of Use govern. Where the Partner has signed a separate Master Service Agreement with Twala, that agreement takes precedence over both documents to the extent of any conflict.

1.3 Replacement of the Terms and Conditions for Electronic Notaries Public

These Terms replace Twala’s Terms and Conditions for Electronic Notaries Public for every ENP who accepts them. An ENP who accepted those earlier terms and has not yet accepted these Terms remains bound by the earlier terms until the ENP accepts these Terms, or until these Terms take effect for that ENP under Section 23, whichever occurs first.

2. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• “Accreditation” means a Partner’s approved standing on the Platform as a Lawyer or as an ENP, granted by Twala after review under Section 4.4, for the validity period Twala sets.
• “Client” means any person who requests, books, attends, or pays for a consultation or notarization with a Partner through the Platform, including a Principal.
• “Code of Professional Responsibility and Accountability” or “CPRA” means the Code of Professional Responsibility and Accountability promulgated by the Supreme Court under A.M. No. 22-09-01-SC, as amended or superseded from time to time.
• “Consultation” means a session, by video call through the Platform or in person, in which a Partner renders legal advice or other legal services to a Client and which is requested, booked, or recorded through the Platform, as further described in Section 5.
• “Consultation Records” means the audio and video recordings, transcripts, AI-generated summaries, notes, messages, and documents generated or exchanged through the Platform in connection with a Consultation.
• “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 described in Section 8.
• “DMS” means Twala’s document management system capabilities, including storage, organization, retrieval, workflow, and artificial intelligence-assisted features such as “Lex AI,” made available as part of the Subscription.
• “Early Access Program” means the promotional program described in Section 10, under which Twala waives the Subscription Fee for eligible ENPs for a limited period.
• “ENF” means an Electronic Notarization Facility accredited by the Supreme Court (or the Office of the Electronic Notary Administrator, once constituted) under the Rules.
• “ENP” means an Electronic Notary Public, a notary public who has been additionally commissioned or accredited to perform electronic notarial acts under the Rules, and who holds a current Accreditation as an ENP on the Platform.
• “IEN” means In-Person Electronic Notarization, and “REN” means Remote Electronic Notarization, each as defined under the Rules.
• “Lawyer” means a member of the Philippine Bar who applies for or holds an Accreditation as a Lawyer on the Platform under Section 4.1, and who does not hold a current Accreditation as an ENP.
• “Legal Aid Consultation” means a Consultation that a Partner renders free of charge to the Client as legal aid, which the Platform records as rendered under the Supreme Court’s Rules on Unified Legal Aid Service (A.M. No. 22-11-01-SC) (“ULAS”).
• “Notarial Act” or “Electronic Notarial Act” means acknowledgment, jurat, affirmation or oath, signature witnessing, or such other act recognized under the Rules, performed by an ENP using the Platform.
• “Partner” means a Lawyer or an ENP.
• “Partner Network” means the Platform’s public directory of Partners, and the Platform’s features that recommend Partners to Clients, as further described in Section 6.
• “Payment Facilitation Service” means the service described in Section 14, by which Twala coordinates the collection of fees from Clients on behalf of Partners and remits Net Payout Amounts to Partners on a scheduled basis.
• “Payment Link” means a request for payment of a Partner’s fee that the Partner creates through the Platform and that a Client pays through the Payment Facilitation Service.
• “Payment Partner” means any Bangko Sentral ng Pilipinas-licensed or -registered payment gateway, processor, or Operator of Payment Systems engaged by Twala from time to time to process collections and disbursements under the Payment Facilitation Service.
• “Plan” means each of the subscription tiers Twala offers from 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 specific Plan by name, “Subscription” refers to whichever paid Plan (Professional, Business, Business Plus, or Enterprise) the Partner has selected; the Personal Plan is free of charge and does not constitute a Subscription for purposes of these Terms.
• “Platform” means the Twala web and mobile applications, including their eSignature, DMS, artificial intelligence, consultation, Partner Network, payment, and eNotarization modules, and all related infrastructure, APIs, and documentation.
• “Principal” means the person appearing before the ENP whose act is the subject of notarization, as defined under Rule I, Section 4(r) of the Rules. These Terms use “Affiant” interchangeably with “Principal” to refer to the individual who personally appears, whether through IEN or REN, before an ENP to have a document electronically notarized, and who may be charged a professional or notarial fee for such service.
• “Subscription” means the recurring paid Plan described in Section 9 that grants a Partner access to the Platform’s eSignature and DMS capabilities, including AI-enabled features, exclusive of Credits.
• “Supreme Court” or “SC” means the Supreme Court of the Philippines, including the Office of the Electronic Notary Administrator (“ENA”) once operational.

3. Nature of the Service; No Practice of Law or Notarial Function by Twala

Twala is a technology provider. The Platform furnishes the software infrastructure, including identity verification tools, scheduling and video-conferencing, recording and transcription, the Partner Network, payment facilitation, electronic notarial book and register functionality, blockchain-anchored HashProof Technology™, PKI-based digital signatures, and AI-assisted document tools, that enables a Partner to render legal services to Clients and, for an ENP, to perform electronic notarial acts in compliance with the Rules. Twala does not itself render legal services, give legal advice, or perform notarial acts, does not review or approve the substance of any document or advice, and is not a party to the attorney-client relationship, the notarial relationship, or any engagement between a Partner and any Client.

The Platform’s electronic Know-Your-Customer (e-KYC) facility, including document-based identity verification, liveness detection, and biometric matching, is a tool provided by Twala to assist the Partner in verifying the identity of a Client, Principal, or witness. For an ENP, it does not itself constitute the notarial identity verification required under the Rules, and the ENP remains solely responsible for confirming, during the live video-conferencing session (for REN) or in-person appearance (for IEN), that the individual appearing before the ENP is the same person reflected in the e-KYC data and results generated by the Platform, before proceeding with any notarial act.

The Partner, and not Twala, is solely and exclusively responsible for: (a) the legal advice and services the Partner renders, and the exercise of independent professional and legal judgment in every Consultation and, for an ENP, every notarial act; (b) establishing, documenting, and maintaining the Partner’s professional relationship with each Client, including conflict-of-interest checks, the scope of any engagement, and the fees the Partner charges; (c) verifying the identity, capacity, and voluntariness of Clients, Affiants, and witnesses to the extent the Partner’s professional obligations require it; (d) for an ENP, determining whether a document is an electronic document properly notarizable under the Rules, and maintaining the Electronic Notarial Book and complying with recordkeeping, reporting, and remittance obligations to the Supreme Court and the Office of the Clerk of Court; and (e) complying with the CPRA, the Rules on Unified Legal Aid Service, the rules on Mandatory Continuing Legal Education, and, for an ENP, the Notarial Law and the Rules, and all other 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, summary, template, recommendation, or flag), shall be construed as legal advice, as a substitute for the Partner’s independent professional judgment, or as creating any attorney-client, notarial, or fiduciary relationship between Twala and any Client, witness, or third party. Twala is not licensed to practice law and does not hold itself out as doing so. Twala does not endorse, certify, or guarantee the competence, specialization, or results of any Partner, and does not represent to Clients that any Partner is qualified for a particular matter.

4. Eligibility, Accreditation, and Account Verification

4.1 Eligibility of Lawyers

To apply as and remain a Lawyer on the Platform, you must: (a) be a member of the Philippine Bar in good standing, whose name appears in the Roll of Attorneys and who is not suspended or disbarred; (b) be allowed to engage in the private practice of law, and not be prohibited from doing so by reason of public office or employment, or by any order of the Supreme Court; (c) be a member in good standing of the Integrated Bar of the Philippines, with current membership dues and a current Professional Tax Receipt; (d) be compliant with, or exempt from, the Mandatory Continuing Legal Education requirements applicable to you; (e) be compliant with any Unified Legal Aid Service requirements applicable to you; and (f) hold a current identity verification on the Platform.

A Lawyer’s Accreditation entitles the Lawyer to host Consultations and to be listed on the Partner Network. It does not entitle the Lawyer to perform any notarial act, to purchase or use Credits, or to be named as notary public on any document.

4.2 Eligibility of ENPs

To register as an ENP on the Platform, you must: (a) be a member in good standing of the Philippine Bar or otherwise qualified to be commissioned as a notary public under the 2004 Rules on Notarial Practice; (b) hold a valid and subsisting commission as a notary public in a territorial jurisdiction recognized under Philippine law; (c) hold a valid and subsisting accreditation or commission as an Electronic Notary Public under the Rules, or such successor accreditation issued by the Supreme Court or the ENA; and (d) hold a current identity verification on the Platform. An ENP may host Consultations and be listed on the Partner Network in addition to performing electronic notarial acts.

4.3 One Accreditation per Account

A Platform account may hold one Accreditation at a time, as a Lawyer or as an ENP, and one application in progress at a time, of either kind. Each Roll of Attorneys number may be held by only one Platform account. A Lawyer who is commissioned as an ENP may apply as an ENP while remaining a Lawyer; if that application is approved, the ENP Accreditation replaces the Lawyer’s Accreditation from the time of approval, and the Partner is bound by the Sections of these Terms that apply to ENPs. An ENP whose Accreditation as an ENP has lapsed may apply as a Lawyer. The Partner’s Partner Network listing, reviews, payout account, earnings, Payment Links, and bookings carry over between the two kinds of Accreditation.

4.4 Application and Review

You must submit a complete and truthful application, together with the documents the Platform requests (which may include your IBP identification card or official receipt, your MCLE certificate of compliance or exemption, your ULAS certificate of compliance, and, for an ENP, your certificate of notarial commission). Twala reviews each application against the documents submitted and may request additional information, approve the application for a validity period that Twala sets, or decline it with reasons. Twala’s review is an administrative check for purposes of the Platform only; it is not a certification of your standing, competence, or qualifications by Twala, the Supreme Court, or the Integrated Bar of the Philippines, and you must not represent it as such. Submitting false, incomplete, or misleading information is a material breach of these Terms and may result in denial, suspension, or termination of your Accreditation and account, and in referral to the appropriate authorities.

4.5 Validity and Lapse of Accreditation

Your Accreditation is valid through the validity date Twala sets on approval (or later corrects, with notice to you), in Philippine time, and lapses at the end of that day. A lapsed Accreditation is not renewed automatically; you must submit a new application. From the moment your Accreditation lapses: (a) you are removed from the Partner Network and may not take new requests or add Consultations or, for an ENP, notarizations; (b) upcoming Consultations and notarizations that the Client has not yet paid for are canceled automatically, and any outstanding Payment Link for them is withdrawn; (c) Consultations the Client has already paid for remain in effect, and you remain responsible for rendering them; and (d) fees you have already earned continue to be paid out under Section 14.

4.6 Ongoing Standing and Notice of Changes

You must notify Twala promptly, and in any event within five (5) calendar days, of any suspension, disbarment, or other disciplinary sanction affecting your right to practice law; any lapse in your Integrated Bar of the Philippines membership, MCLE compliance, or ULAS compliance; any public office or employment that prohibits or restricts your private practice of law; and, for an ENP, any suspension, revocation, expiration, or non-renewal of your notarial commission or ENP accreditation.

An ENP acknowledges that, as part of its ENF accreditation, Twala also receives notification directly from the Supreme Court or the ENA of the suspension, revocation, expiration, or non-renewal of an ENP’s commission (whether through the ENA’s directory of ENPs, the Supreme Court’s Central Notarial Database, or other official notice), and Twala may act on such notification without independently confirming it with the ENP.

Twala reserves the right to independently verify any Partner’s standing, commission, and accreditation status from time to time, including against public records of the Supreme Court and the Integrated Bar of the Philippines, and to suspend or terminate the Partner’s Accreditation or account, restrict access to the Platform, or take any other action reasonably necessary to comply with the Supreme Court or the ENA, upon receiving notice of a lapse, suspension, revocation, disbarment, expiration, or non-renewal from the Partner, from the Supreme Court or the ENA directly, or from any other reliable source, whichever occurs first.

4.7 Account Credentials; Sole Responsibility of the Partner

You agree to complete Twala’s identity verification (e-KYC) procedures, including biometric verification, liveness detection, facial recognition, and multi-factor authentication. Your login credentials and authentication factors (including passwords, one-time passcodes, and biometric enrollment) are personal to you as the accredited Partner and must not be shared with, disclosed to, or used by any other person, including staff, paralegals, associates, or co-signatories, regardless of the reason for doing so. A Consultation must be hosted by you personally; you may not have another person host it, or render the legal services it concerns, under your account.

You are solely and fully responsible and liable for all activity that occurs under your account credentials, and for any loss, damage, unauthorized or improper notarization or Consultation, or other consequence arising from your failure to keep your credentials confidential and secure, including where credentials are shared, left accessible to others, guessed, or otherwise compromised through your action or omission, whether or not the activity was actually authorized by you. This allocation of liability applies except to the extent the compromise is directly and solely attributable to Twala’s gross negligence or willful misconduct in the design or operation of the Platform’s authentication systems. You must notify Twala immediately upon becoming aware of any actual or suspected unauthorized access to, or use of, your account.

4.8 Twala’s Platform Security Responsibility

Twala is responsible for implementing and maintaining reasonable administrative, technical, and physical security measures for the Platform’s own infrastructure, including encryption of data in transit and at rest, access controls, the multi-factor authentication and identity-verification infrastructure made available to Partners, vulnerability management, and incident response procedures, consistent with the Data Privacy Act of 2012, applicable BSP guidelines, and recognized standards such as ISO/IEC 27001. This undertaking concerns the security of the Platform’s infrastructure as designed and operated by Twala; it does not extend to, and does not diminish or shift, the Partner’s sole responsibility under Section 4.7 for safeguarding the Partner’s own credentials and authentication factors, and does not constitute a warranty beyond what is expressly stated in this Section 4.8, subject always to the disclaimers in Section 17 and the limitation of liability in Section 18.

5. Consultations

5.1 Scope

This Section 5 applies to every Partner who hosts Consultations, ENPs included. A Partner may make themselves available for Consultations by setting their hours and booking rules on the Platform and turning on requests. A Client may request a Consultation with a Partner, or a Partner may add a Consultation for a Client, and the Partner decides whether to accept each request. A Consultation may take place by video call through the Platform or in person at a venue the Partner and the Client arrange outside the Platform. A Consultation is not a notarial act, and nothing done in a Consultation, by a Lawyer or by an ENP, constitutes or substitutes for a notarization.

5.2 The Partner’s Relationship with the Client

Any attorney-client relationship, and any engagement for legal services, arising from a Consultation exists solely between the Partner and the Client. The Partner is solely responsible for: (a) determining whether to accept a Consultation, including checking for conflicts of interest before accepting it; (b) the competence, diligence, and quality of the legal advice and services rendered; (c) defining the scope of the Consultation and of any further engagement, and agreeing any further engagement and its fees directly with the Client; (d) ensuring that the Client understands that the Partner, and not Twala, is the Client’s lawyer; and (e) complying with the CPRA and all other rules governing the practice of law in every Consultation. A Partner shall not use the Platform to render legal services in a matter in which the Partner is not permitted to appear or practice.

5.3 Hosting

The Partner must host every Consultation personally. Only the Partner may start a Consultation’s video call, and only persons the Partner or the Client has invited through the Platform may join it. For an in-person Consultation, the Partner is solely responsible for the venue and for the safety and conduct of the meeting. The Partner is responsible for marking each Consultation completed on the Platform once it has been rendered, and for the accuracy of the remarks the Partner records.

5.4 Fees, Payment, and Cancellations

The Partner sets the fee for each Consultation when accepting it, within the minimum and maximum amounts the Platform allows, and the fee is collected from the Client through the Payment Facilitation Service under Section 14. A Consultation with a fee is confirmed only once the Client has paid it, and lapses if the Client does not pay it by the deadline the Platform shows. The Partner is solely responsible for the reasonableness of the fees the Partner charges under the CPRA. For a Consultation booked through the Platform with a fee, the Partner shall not ask the Client to pay that fee, in whole or in part, outside the Payment Facilitation Service; this does not restrict the Partner from agreeing a separate engagement, and its fees, directly with the Client.

Cancellations and changes of time follow the rules the Platform displays at the time of booking. Under those rules, a Consultation the Client has paid for may not be canceled by the Partner on the Platform, and the Partner remains responsible for rendering it. A Partner who cannot render a paid Consultation shall promptly agree a new time with the Client or, if the Client does not accept a new time, return the fee to the Client directly, consistent with the Partner’s obligations under the CPRA, and Twala may act under Section 14.9 in respect of that fee. Twala does not refund Consultation fees through the Platform, except where Twala determines that a refund is required by law.

5.5 Legal Aid Consultations

A Partner may accept a Consultation free of charge only as a Legal Aid Consultation. The Partner, and not Twala, is solely responsible for determining whether a Client and a matter qualify for legal aid, and whether a Legal Aid Consultation counts toward the Partner’s ULAS or other legal aid requirements; for documenting and reporting the Partner’s legal aid service to the ULAS Board, the Integrated Bar of the Philippines, or other competent body; and for rendering a Legal Aid Consultation with the same competence and diligence as a paid one. The Platform’s records of a Legal Aid Consultation are provided for the Partner’s convenience and are not a certification of the Partner’s compliance with any legal aid requirement.

5.6 Recordings, Transcripts, and Summaries

The Platform may allow the Partner to record a Consultation’s video call, to generate a transcript of it, and to generate an AI summary of the transcript. A recording starts only when the Partner requests it and every participant then on the call consents through the Platform; a participant who joins while a recording is in progress is told of the recording and consents to it by joining. The Partner remains solely responsible for: (a) obtaining every consent required by law before recording, including under Republic Act No. 4200 (the Anti-Wiretapping Law) and the Data Privacy Act; (b) not recording, or stopping a recording, where a participant objects or where recording would be inconsistent with the Partner’s duties to the Client; and (c) the use, disclosure, and retention of any recording, transcript, or summary the Partner downloads or exports from the Platform.

5.7 Privileged and Confidential Communications

Twala acknowledges that Consultation Records and other communications between a Partner and a Client on the Platform may contain information protected by the attorney-client privilege and by the Partner’s duty of confidentiality under the CPRA. Twala processes Consultation Records on the Partner’s behalf under Section 16.3, does not use their contents for any purpose other than providing the Platform, and permits its authorized personnel to access them only to the extent necessary to operate, secure, and support the Platform, to investigate a concern or dispute raised through the Platform, or as required by law or by the order of a court or competent authority. Twala will notify the Partner, where the law permits, of any legal demand for a Consultation Record, so that the Partner may assert any applicable privilege. The Partner shall not invite any person to a Consultation, or share a Consultation Record with any person, in a manner that would waive the Client’s privilege without the Client’s informed consent.

6. Partner Network, Recommendations, and Reviews

6.1 Partner Network Listing

This Section 6 applies to every Partner listed on the Partner Network, ENPs included. While a Partner’s Accreditation is current, the Partner may be listed on the Partner Network, labeled as a Lawyer or as an Electronic Notary Public according to the Partner’s Accreditation, with the information the Partner provides about their practice, such as the Partner’s law office, contact details, practice areas, languages, services with their fees, and a description of the practice. The Partner may remove the listing from the Partner Network at any time. The Partner is solely responsible for the accuracy and lawfulness of the listing, which Twala does not verify, and represents that it: (a) is truthful and not misleading; (b) does not claim a specialization, expertise, certification, or affiliation the Partner does not hold, or make any guarantee or prediction of the outcome of a matter; (c) complies with the CPRA’s rules on lawful advertising and the prohibition on improper solicitation; and (d) does not infringe the rights of any third party. Twala may decline to publish, edit for formatting, or remove any part of a listing that Twala reasonably considers inconsistent with these Terms.

6.2 Recommendations

The Platform may recommend Partners to Clients who describe a legal matter, by comparing the Client’s description with the information in Partners’ listings, such as practice areas, services, languages, and location. Recommendations do not take into account a Partner’s name, photograph, badge, rating, or fees. No Partner may pay, or give anything of value, to be recommended or to be listed more prominently, and Twala does not receive any fee or other consideration for recommending a Partner or referring a Client to a Partner; Twala’s fee under Section 14.4 is charged on the same basis whether or not the Client found the Partner through a recommendation or the Partner Network. A recommendation is not legal advice, is not an endorsement or certification of the Partner by Twala, and does not guarantee that the Partner is suitable for, or available to take, any matter. Twala does not guarantee that a Partner will receive any recommendation, request, or Client.

6.3 Reviews

Twala may invite Clients who have had a Consultation or notarization with a Partner to review the Partner, and may publish those reviews, and an average rating, on the Partner’s listing. Twala, and not the Partner, decides whom to invite, and identifies a reviewer publicly only as a verified client. Twala moderates reviews and replies under its review guidelines published on the Platform, may hold, return for revision, or remove a review or reply only for a reason those guidelines list, and does not remove a review because it is negative. Twala does not edit the words of a review. A Partner may not hide, edit, or turn off reviews of the Partner, but may report a review for moderation and may appeal a moderation decision in the manner and within the time the guidelines provide. The Partner shall not: (a) offer or give anything of value in exchange for a review, or for changing or withdrawing one; (b) write, or procure anyone else to write, a review of the Partner or of another Partner; (c) pressure, threaten, or retaliate against a Client in connection with a review; or (d) use a review or reply to solicit business in a manner the CPRA does not permit. Reviews are the opinions of their authors, who are responsible for them; Twala does not adopt or verify the content of any review.

A Partner may post one public reply to each review. A reply must be professional and courteous, and must not disclose any information about the Client or the Client’s matter, including whether the reviewer was a Client in any particular matter, beyond what the review itself discloses, consistent with the Partner’s duty of confidentiality under the CPRA. Twala may remove a reply that does not comply with this Section 6.3 or the review guidelines, and may restrict a Partner’s ability to reply.

6.4 Partner Badges

Twala may, at its discretion, award a Partner a badge for display on the Partner’s listing, and may withdraw it at any time. A badge is shown only while the Partner’s Accreditation is current. A badge reflects Twala’s own program and is not a certification of the Partner’s competence or standing by Twala, the Supreme Court, or the Integrated Bar of the Philippines, and the Partner shall not represent it as such.

7. Electronic Notarization Facility and Supreme Court Oversight (ENPs Only)

This Section 7 applies only to ENPs. Twala is accredited by the Supreme Court of the Philippines as an Electronic Notarization Facility under the Rules, and is subject to the continuing regulatory oversight, audit, and directives of the Supreme Court and the Office of the Electronic Notary Administrator. As part of this accreditation, the Platform is directly integrated with the Supreme Court’s infrastructure for the transmission of electronic notarial acts, notarized electronic documents, and Electronic Notarial Book entries generated by the 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 established and operational; or (b) during any Transitional Period (as defined under the Rules) preceding such establishment, through periodic reporting to the ENA in the manner and within the timeframes prescribed under Rule VIII, Section 3 of the Rules. References in these Terms to transmission or reporting “to the Supreme Court” shall be read to include transmission or reporting to the ENA during any applicable Transitional Period.

The ENP acknowledges that: (a) this direct-transmission architecture is a condition of Twala’s ENF accreditation and is not optional or configurable by the ENP; (b) successful transmission and recording of a notarial act with the Supreme Court’s systems is dependent on the availability and proper functioning of Supreme Court infrastructure, which is outside Twala’s control; and (c) the ENP remains responsible for confirming, through the Platform’s confirmation records, that each notarial act has been successfully transmitted and recorded, and for promptly reporting to Twala any transmission failure or discrepancy of which the ENP becomes aware. Twala may suspend, modify, or adjust Platform features at any time as reasonably necessary to comply with a directive, circular, or accreditation condition imposed by the Supreme Court or the ENA, and shall use reasonable efforts to notify affected ENPs of any such change.

8. Notarization Credits (ENPs Only)

8.1 General

This Section 8 applies only to ENPs; a Lawyer may not purchase or use Credits. Access to the Platform’s core electronic notarization functionality (IEN and REN) is obtained primarily through the purchase of Credits, and does not require the ENP to maintain a Subscription. An ENP need only hold a sufficient balance of Credits to perform electronic notarial acts; a Subscription becomes necessary only if the ENP wishes to additionally access the Platform’s eSignature, DMS, or AI-enabled features under Section 9.1. One (1) Credit is consumed upon the successful completion of one (1) electronic notarial act, that is, an act that results in a validly executed, PKI-signed, blockchain-anchored, and sealed electronic notarial document recorded in the Electronic Notarial Book and transmitted to the Supreme Court’s Central Notarial Database in accordance with the Rules. A Credit is not consumed, and any Credit debited in error is restored, where a notarization session fails, is aborted, or is not completed due to a verified Platform malfunction attributable to Twala. Credits may, at Twala’s discretion, be consumed for sessions that fail or are aborted for reasons attributable to the ENP or the Affiant or witness (for example, failed identity verification, connectivity issues on the Affiant’s end, or the ENP’s declination to proceed), and Twala will publish its then-current policy on this point in the Platform’s help documentation.

8.2 Credit Packages and Pricing

Credits are sold in prepaid denominations of varying size, at the prices and credit amounts published on Twala’s pricing page (twala.ai/pricing) or presented to the ENP at in-platform checkout at the time of purchase. Twala may introduce, discontinue, or adjust the available denominations and their corresponding prices or credit amounts from time to time, subject to prospective notice under Section 8.6; the denomination and price displayed to the ENP at checkout, and reflected in the corresponding receipt or invoice, will govern that purchase. Prices are quoted in Philippine Pesos and are inclusive of the twelve percent (12%) value-added tax (VAT) applicable to Twala’s sale of Credits, invoiced under Twala’s own Tax Identification Number (TIN), unless otherwise indicated at checkout. Twala will issue an official receipt or invoice for each purchase in accordance with BIR requirements, including Twala’s Electronic Invoicing System (EIS) obligations where applicable.

8.3 No Expiration

Credits do not expire. A Credit purchased by an ENP remains valid and usable until consumed in accordance with Section 8.1, regardless of how much time has passed since purchase and regardless of whether the ENP’s Subscription remains active or lapses.

8.4 Replenishment

An ENP whose Credit balance is exhausted may purchase additional Credits at any time in any of the denominations then offered, or such other denominations as Twala may introduce, provided the ENP’s account is in good standing. Maintaining an active Subscription is not a precondition to purchasing or using Credits.

8.5 Non-Refundable; Non-Transferable; No Cash Value

Except as expressly stated in these Terms or as required by the Consumer Act of the Philippines (Republic Act No. 7394) or other applicable law, Credit purchases are final and non-refundable once made, whether or not the Credits are subsequently used. Credits have no cash redemption value, may not be sold, transferred, pledged, or assigned to any third party or to another account, and may not be exchanged for Subscription Fees or any other Twala product or service. Credits held by an ENP whose ENP Accreditation lapses remain on the account and may be used again once the ENP’s Accreditation as an ENP is restored.

8.6 Pricing Changes

Twala may adjust Credit pricing or denominations prospectively upon reasonable notice; such changes will not affect Credits already purchased or the notarization entitlement already secured under a prior purchase.

9. Subscription Plan

9.1 Scope of Subscription

A Subscription is optional for every Partner. A Partner does not need a Subscription to apply for or hold an Accreditation, to host Consultations, to be listed on the Partner Network, or to use the Payment Facilitation Service, and an ENP may access and use the Platform’s core electronic notarization functionality (IEN and REN) solely by purchasing Credits under Section 8. A Subscription is required only where the Partner wishes to access the Platform’s additional capabilities, namely its eSignature capabilities, document management system (DMS), and associated artificial intelligence-enabled features (including “Lex AI”), for use in the Partner’s professional practice, to the extent those capabilities exceed what the Personal Plan includes. The Subscription does not include Credits; Credits for electronic notarial acts must be purchased separately as described in Section 8, regardless of whether the ENP maintains a Subscription.

Twala offers the Subscription across several Plans, currently Personal (free of charge, and not a Subscription), Professional, Business, Business Plus, and Enterprise, each with the features and pricing published on Twala’s pricing page (twala.ai/pricing). Except where otherwise specified, references in these Terms to “the Subscription” apply equally regardless of which paid Plan the Partner has selected; the Business Plan is the Plan referenced specifically in Section 10 (Twala Notary Early Access Program).

9.2 Subscription Fee

The Subscription Fee is the amount published on Twala’s pricing page (twala.ai/pricing), set out in the Partner’s in-platform checkout or Order Form, or otherwise communicated to the Partner in writing, payable in its Philippine Peso equivalent where quoted in another currency, computed at Twala’s prevailing conversion rate at the time of billing (which may reference the Bangko Sentral ng Pilipinas reference rate or Twala’s payment processor’s rate). Twala will publish or otherwise communicate the applicable fee prior to each billing cycle. Subscription Fees are billed in advance on a monthly recurring basis unless another billing cycle is agreed in writing.

Subscription Fees are invoiced under Twala’s own Tax Identification 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 Partner qualifies for a VAT-exempt or zero-rated treatment under applicable law (for example, as a PEZA-registered entity or under a specific government-agency exemption), in which case the Partner must furnish Twala with the supporting documentation required to apply that treatment before it takes effect. Where the Partner is itself required by law to withhold expanded withholding tax (EWT) on its payments to Twala, the Partner shall furnish Twala with BIR Form 2307 evidencing the amount withheld.

9.3 Fee Changes

Twala may change Subscription Fees or introduce new pricing tiers upon at least thirty (30) days’ prior written or in-platform notice. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the revised fee; if you do not agree, your sole remedy is to cancel your Subscription before the change takes effect.

9.4 Late Payment

If a Subscription Fee payment fails or is not received by its due date, Twala may: (a) charge interest on the overdue amount at the rate of one 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) suspend the Partner’s access to the Subscription’s eSignature, DMS, and AI-enabled features, without affecting the Partner’s Accreditation, Consultations, or ability to use previously purchased Credits under Section 8, until payment is received in full; and (c) treat the non-payment as a ground for suspension or termination under Section 20.1(c). Except where the Partner’s payment method has already failed on a prior attempt for the same billing cycle, Twala will provide at least five (5) days’ notice before suspending access for non-payment.

9.5 Cancellation

You may cancel your Subscription at any time through your account settings or by written notice to Twala. Cancellation takes effect at the end of the then-current billing cycle; Twala does not provide prorated refunds for partial billing periods except where required by law.

9.6 Fair Use

The Subscription is intended for use by the Partner in the Partner’s own individual professional practice, and not for resale, sublicensing, or provision of the Platform’s eSignature, DMS, or AI-enabled features as a bureau or outsourced service to unrelated third parties. Twala may monitor Subscription usage and, where a Partner’s usage substantially and materially exceeds the volume reasonably expected of an individual Partner’s professional practice (for example, sustained bulk or automated use of Lex AI, or DMS storage volumes inconsistent with normal legal, notarial, and document-management practice), Twala may, upon reasonable notice, impose reasonable usage limits, apply additional charges consistent with its then-published pricing, or throttle or suspend the affected feature until usage is brought within reasonable limits. This Section does not affect the Partner’s Accreditation, Consultations, access to Credits, or the Platform’s core electronic notarization functionality under Section 8, and Twala will not invoke this Section to restrict ordinary, good-faith use of the Subscription in the Partner’s individual legal and notarial practice.

This Section 9.6 supplements, and does not replace, the corresponding provisions of the General Terms of Use, including the restriction on reselling, sublicensing, or providing third-party access to the Twala Platform in clause 5.1(b)(i), and the automatic upgrade to the next applicable Subscription Plan upon exceeding a Plan’s usage limits in clause 7.9. Where a usage-limit overage is capable of resolution through that automatic-upgrade mechanism, Twala will apply clause 7.9 of the General Terms of Use in the first instance; this Section 9.6 addresses usage patterns, such as resale, sublicensing, or bureau-style use, that an upgrade in Plan tier alone would not resolve.

10. Twala Notary Early Access Program (ENPs Only)

This Section 10 applies only to ENPs. The Twala Notary Early Access Program is offered on a limited-time basis only and is not a standing or permanent feature of the Subscription. Twala may, in its sole discretion, enroll qualifying ENPs in the Program during the limited enrollment window that Twala designates from time to time, under which the monthly Subscription Fee (or its Peso equivalent) is waived for a period of twelve (12) consecutive months from the ENP’s enrollment or account activation date, as specified in the ENP’s welcome communication or account dashboard.

• The waiver applies only to the Subscription Fee. It does not apply 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 new enrollment, is a limited-time promotional benefit offered at Twala’s sole discretion and only for so long as Twala continues to make it available. Twala may close enrollment, modify, suspend, or discontinue the Program, or adjust its eligibility criteria or duration, at any time and without prior notice to ENPs who have not yet enrolled, provided that any such change will not retroactively revoke a waiver already earned for the then-current month by an ENP already enrolled.
• Upon expiry of the twelve (12) month waiver period, the ENP’s account 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 or upon such expiry, to continue on the Business Plan or upgrade to another paid Plan (Professional, Business Plus, or Enterprise) at the then-prevailing Subscription Fee for the selected Plan. Twala will provide reminder notice at least fifteen (15) days before the waiver expires, informing the ENP of the option to continue on a paid Plan and the consequence of not doing so. An ENP whose account reverts to the Personal Plan under this Section retains the ability to access the Platform’s core electronic notarization functionality (IEN and REN) by purchasing Credits under Section 8, consistent with Section 9.1, but will not have access to the eSignature, DMS, or AI-enabled features associated with a paid Plan unless and until the ENP subsequently subscribes.
• The Early Access Program is non-transferable, may not be combined with other subscription promotions unless expressly stated, and has no cash value. Eligibility to enroll is not guaranteed, and enrollment (whether past, current, or declined) does not entitle any ENP to any future or repeated waiver period once the Program is closed, modified, or discontinued.

11. Use of the Platform for Electronic Notarial Acts (ENPs Only)

This Section 11 applies only to ENPs. The ENP shall use the Platform strictly in accordance with the Rules, including but not limited to: (a) conducting identity verification and multi-factor authentication of every Principal and witness prior to performing a notarial act; (b) ensuring the electronic document to be notarized is in PDF or PDF/A format as required under the Rules; (c) for REN, ensuring synchronous audio-video appearance of the Principal (and witnesses, if any) through the Platform’s video-conferencing facility, with appropriate geo-location verification; (d) affixing the ENP’s PKI-based digital signature and electronic notarial seal only in full view of, and with the express consent of, the Principal; and (e) maintaining accurate and complete entries in the Electronic Notarial Book for every notarial act performed.

Consistent with Rule I, Section 5 of the Rules, the Platform may only be used for notarial acts falling within the scope of the Rules, namely acknowledgment, affirmation or oath, jurat, and signature witnessing over electronic documents. The ENP shall not use the Platform to perform, and the Platform is not intended or represented as suitable for, the execution of notarial wills, deposition-taking, or the notarization of paper documents or instruments bearing wet (handwritten) signatures or marks, all of which remain governed 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 the Principal and any witnesses is synchronous and live; pre-recorded video of a Principal or witness signing or appearing is strictly prohibited, and the ENP shall require the Principal and witnesses to remain within view of the videoconferencing camera throughout the notarization process.

The ENP acknowledges that session recordings (audio and video) generated during REN sessions may be retained by the Platform to support the integrity of the Electronic Notarial Book and compliance with the Rules, and that the ENP is responsible for informing Principals and witnesses of such recording as required by law.

12. Partner Obligations, Representations, and Warranties

12.1 Obligations of Every Partner

By using the Platform as a Partner, you represent, warrant, and undertake that you will, at all times:

1. Maintain the standing required for your Accreditation under Section 4.1 or 4.2, and promptly furnish Twala with proof of it (including your IBP, PTR, MCLE, and ULAS compliance) upon request;
2. Render all legal services, and host all Consultations, personally, and not permit any other person, including staff or associates, to use your credentials to render or purport to render legal services or, for an ENP, to perform or purport to perform a notarial act;
3. Comply with all applicable laws, including the CPRA, the Rules on Unified Legal Aid Service (A.M. No. 22-11-01-SC), the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), the Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, the Anti-Wiretapping Law (Republic Act No. 4200), the Anti-Money Laundering Act (as applicable to your practice), and all applicable tax laws, including the issuance of official receipts or invoices for professional fees collected outside the Platform;
4. Independently assess, and be solely responsible for, the legality, accuracy, and propriety of the advice you give and every document and transaction you prepare, review, or notarize, regardless of any AI-assisted flag, suggestion, summary, or output generated by the Platform;
5. Keep information about your practice on the Platform, including your Partner Network listing, truthful, accurate, and current, and consistent with the CPRA’s rules on advertising and solicitation;
6. Avoid conflicts of interest, and decline or withdraw from any Consultation in which you have a conflict of interest that the CPRA does not permit you to waive or that has not been validly waived;
7. Safeguard the confidentiality of Client information, documents, Consultation Records, and session recordings accessed through the Platform, preserve privileged communications, and process personal data strictly as a Personal Information Controller in relation to your own practice records, in compliance with the Data Privacy Act;
8. Not use the Platform to advise on, prepare, or notarize documents or transactions you know or have reason to believe are fraudulent, forged, executed under duress, or intended to further an unlawful purpose;
9. Furnish Twala, as withholding agent for the Payment Facilitation Service, with a current Income Payee’s Sworn Declaration of Gross Receipts/Sales and BIR Certificate of Registration (BIR Form 2303), and promptly notify Twala of any change affecting your applicable withholding tax rate, all as further described in Section 14.10; and
10. Promptly report to Twala any suspected security incident, unauthorized access, or breach involving your account or any document or Consultation Record processed through the Platform.

12.2 Additional Obligations of ENPs

This Section 12.2 applies only to ENPs. In addition to Section 12.1, the ENP represents, warrants, and undertakes that the ENP will, at all times:

1. Maintain a valid, subsisting, and unrevoked commission as a notary public and ENP accreditation for the relevant territorial jurisdiction and period, and promptly furnish Twala with proof of renewal upon request;
2. Perform all electronic notarial acts personally;
3. Comply with the 2004 Rules on Notarial Practice (as applicable) and the Rules on Electronic Notarization (A.M. No. 24-10-14-SC);
4. Maintain professional liability insurance or bond coverage as may be required under the Rules or the ENP’s local Executive Judge’s guidelines; and
5. Keep confidential the terms and contents of every document electronically notarized, and, consistent with Rule XII, Section 7 of the Rules, refrain (and ensure that the ENP’s heirs, assigns, or representatives refrain) from making any comment, written statement, or press release to any member of the media concerning the substance or terms of any document notarized by the ENP, disclosing information obtained in the notarization process only pursuant to a court order or as otherwise required by law, consistent with Rule XII, Section 8 of the Rules.

12.3 Relationship of the Parties

Nothing in these Terms creates an employment, agency (except the limited payment-collection agency described in Section 14), partnership, or joint venture relationship between Twala and any Partner. The Partner is, and remains, an independent professional exercising the Partner’s own license to practice law and, for an ENP, an independent notarial commission granted by the Supreme Court. Twala does not direct or control the manner in which a Partner renders legal or notarial services, and is not responsible for the Partner’s compliance with tax registration, professional tax, or other regulatory obligations attendant to independent practice.

12.4 Acceptable Use

In addition to the Partner’s other obligations under this Section 12, the Partner shall not use the Platform to: (a) upload, transmit, or store any virus, malware, ransomware, or other harmful or malicious code; (b) engage in any activity that is unlawful, fraudulent, defamatory, harassing, or threatening, or that violates the rights of any third party; (c) attempt to gain unauthorized access to any part of the Platform, or to any system, network, or account not belonging to the Partner; (d) interfere with or disrupt the integrity, security, or performance of the Platform or any data contained therein; or (e) otherwise use the Platform in violation of any applicable law, including anti-money laundering, anti-terrorism financing, and data privacy laws. A breach of this Section 12.4 constitutes a material breach of these Terms and grounds for immediate suspension or termination under Section 20.1.

13. Artificial Intelligence Features

The Platform’s AI-enabled features (including “Lex AI,” Consultation summaries, Partner recommendations, review moderation, and related document intelligence tools) are provided as productivity aids only. AI outputs may be incomplete, inaccurate, or unsuitable for a particular purpose, and do not constitute legal advice, notarial certification, or a substitute for the Partner’s own review and professional judgment. TWALA DISCLAIMS ANY WARRANTY THAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, OR FIT FOR ANY LEGAL OR NOTARIAL PURPOSE. The Partner remains solely responsible for independently verifying any AI-assisted output, including any Consultation summary, before relying on it in connection with a notarial act, legal advice, or client engagement, and for deciding whether the use of an AI feature in a Client’s matter is consistent with the Partner’s duties to that Client. AI features that the Partner uses in the Partner’s own practice draw on the AI allowance of the Partner’s Plan. Twala does not use the Partner’s or Clients’ content to train AI models.

14. Payment Facilitation Services for Client Fees

14.1 Limited Collection Agency

Where a Partner collects consultation, notarial, or other professional fees from a Client through the Platform, including through a Payment Link, Twala facilitates such collection solely as a limited payment collection agent of the Partner, and coordinates settlement through a Bangko Sentral ng Pilipinas-licensed or -registered payment gateway, processor, or Operator of Payment Systems engaged by Twala from time to time (each, a “Payment Partner”). All collection and disbursement of Client fees is processed through the Payment Partner’s licensed payment rails and settlement accounts; Twala itself does not hold, safekeep, or take beneficial ownership of Client funds beyond the limited period, if any, necessary to instruct and reconcile such processing, and does not operate as a bank, electronic money issuer, or Operator of Payment Systems in its own right. Nothing in this Section shall be construed as Twala assuming the obligations of a Payment Partner; Twala’s role is limited to integrating with, and passing transaction and disbursement instructions to, its duly licensed or registered Payment Partner. A Partner may use the Payment Facilitation Service only while the Partner’s Accreditation is current and the Partner holds a payout account approved by Twala.

14.2 Tax Invoicing Treatment

For Philippine tax and BIR electronic invoicing purposes, and consistent with Twala’s Tax Compliance Framework, Twala issues the client-facing invoice for the collected professional or notarial fee under its own Tax Identification Number (TIN) and is treated as principal for value-added tax (VAT) and invoicing purposes on this leg, recognizing the collected fee as gross revenue and the corresponding payout to the Partner as an expense. The twelve percent (12%) VAT on that leg is added to the Partner’s fee and paid by the Client, and does not form part of the Partner’s earnings. This tax and invoicing treatment is adopted for BIR compliance reasons, including Twala’s obligations under the Electronic Invoicing System (EIS), and does not alter, expand, or diminish the limited payment-collection agency relationship described in this Section 14, Twala’s disclaimer of beneficial ownership of Client funds under Section 14.1, or the Partner’s sole responsibility for the underlying legal or notarial engagement with the Client. The Partner remains the party rendering legal or notarial services to the Client and the professional entitled to the fee, net of the deductions described in Section 14.4 and any tax withheld under Section 14.10.

14.3 Collection on Behalf of the Partner

Fees collected from a Client through the Platform are collected by Twala for and on behalf of the relevant Partner. The contractual obligation to render legal or notarial services in exchange for such fees remains solely between the Partner and the Client; Twala is not a party to that engagement and assumes no liability for the adequacy, fairness, or propriety of fees charged by a Partner.

The Payment Facilitation Service covers only fees collected electronically through a Payment Partner. Where a Client instead pays a professional or notarial fee directly to the Partner in cash or by any other means outside the Platform, as Section 5.4 permits for an engagement separate from a Consultation booked through the Platform, that payment is entirely outside the scope of the Payment Facilitation Service; Twala does not collect, process, withhold tax from, reconcile, or otherwise have any involvement in such a payment, and Section 14.10’s provisions on Twala’s withholding and BIR Form 2307 issuance do not apply to it. The Partner is solely responsible, in accordance with Section 14.10, for issuing an official receipt or invoice directly to the Client for any such cash or off-Platform payment, and for its own compliance with all applicable Bureau of Internal Revenue regulations with respect to that payment.

14.4 Fees and Deductions

From amounts collected on behalf of a Partner, Twala shall deduct: (a) for a Consultation or other Payment Link that is not for an electronic notarial act, Twala’s platform fee, at the rate and minimum amount set out in the fee schedule published on the Platform at the time the Client pays, computed on the Partner’s fee exclusive of VAT; (b) for an electronic notarial act, any platform fee set out in that fee schedule, which at the date of these Terms is none; and (c) any tax required by law to be withheld from the Partner’s professional fee, as described in Section 14.10. Twala bears the payment gateway, processing, and disbursement fees charged by its Payment Partners, and does not deduct them from the Partner’s earnings, unless the fee schedule in effect at the time the Client pays provides otherwise. A change to the fee schedule applies only to payments made after the change takes effect. Twala’s platform fee is a charge to the Partner for the use of the Platform and the Payment Facilitation Service; it is not a division or share of the Partner’s professional fee, and it is not consideration for recommending or referring any Client to the Partner. The resulting amount (the “Net Payout Amount”) is what will be remitted to the Partner in accordance with Section 14.6, exclusive of any Documentary Stamp Tax amount passed through under Section 14.5. Twala will make available to the Partner an itemized transaction statement showing gross collections, deductions (including any tax withheld), and Net Payout Amounts for each payout cycle.

14.5 Documentary Stamp Tax (eDST) Pass-Through (ENPs Only)

This Section 14.5 applies only to ENPs. Where applicable, the amount collected from an Affiant also includes the Documentary Stamp Tax remitted through the ENP’s own electronic Documentary Stamp Tax (eDST) enrollment under Bureau of Internal Revenue Revenue Regulations No. 028-2025. The eDST amount is passed through to the ENP’s eDST account at cost, referencing the ENP’s own eDST enrollment and stamp issuance; it is not treated as VATable revenue of Twala or as taxable professional income of the ENP, and is not part of the deductions described in Section 14.4. The ENP is solely responsible for maintaining its own eDST enrollment and for ensuring its eDST deposit balance is sufficient to generate stamps for pending notarizations; Twala is not responsible for any notarization that cannot proceed due to an insufficient eDST balance. The ENP acknowledges that eDST top-ups may be processed independently of the ENP’s chosen payout frequency under Section 14.6, and that selecting a less frequent payout schedule may increase the risk of the ENP’s eDST balance running low between payout cycles; the ENP remains responsible for monitoring and maintaining its own eDST balance regardless of the payout frequency selected.

14.6 Payout Schedule

A fee collected through the Payment Facilitation Service becomes eligible for payout once seven (7) days have passed since the Client’s payment, or such other holding period as Twala discloses on the Platform, and once the Payment Partner has settled the collection to Twala. Partners may elect to receive Net Payout Amounts on a weekly, twice-monthly, or monthly basis, as selected in the Partner’s payout account. Eligible amounts are paid out in the payout cycle that follows their eligibility, and the indicative cut-off and disbursement timelines are as follows, subject to Section 14.8:

A Partner may change its selected payout frequency prospectively through the Platform; changes take effect from the next full payout cycle.

14.7 Minimum Payout and Payout Account

Twala may set a minimum Net Payout Amount threshold below which disbursement is carried forward to the next cycle. The Partner is solely responsible for the accuracy and currency of the bank account or e-wallet details provided for disbursement, and Twala is not liable for delayed, misdirected, or failed payouts arising from inaccurate or outdated payee information supplied by the Partner. For the Partner’s protection, Twala may delay a change to the Partner’s payout account details for a security period disclosed on the Platform, and will notify the Partner of the change. A Partner whose Accreditation has lapsed may not add or change a payout account, but continues to receive Net Payout Amounts already earned to the existing account.

14.8 Timing Dependent on Third Parties

All payout timelines are indicative only and are dependent on the processing times, cut-off schedules, and operational availability of Twala’s Payment Partners and the Partner’s receiving bank or e-wallet provider, as well as compliance holds arising from fraud prevention, anti-money laundering screening, or dispute resolution under Section 14.9. Twala may pause payouts to a Partner where reasonably necessary to investigate a suspected error, fraud, or concern, and will release them once the matter is resolved. Twala does not guarantee same-day or next-day disbursement and shall not be liable for delays caused by such third parties or by regulatory holds.

14.9 Chargebacks, Refunds, and Disputes

Where a Client disputes a charge, requests a refund, or initiates a chargeback in respect of fees collected on behalf of a Partner, or raises a substantiated concern through the Platform that a paid Consultation was not rendered, the Partner shall cooperate with Twala and the relevant Payment Partner in resolving the matter. The Partner authorizes Twala to withhold the disputed amount from a pending payout, or to offset the amount of any upheld chargeback, refund, or reversal against future Net Payout Amounts owed to the Partner. Where amounts owed by the Partner exceed available future payouts, the Partner agrees to reimburse Twala on demand.

14.10 Taxes

The Partner must submit to Twala the tax documents described in this Section 14.10 so that Twala, as withholding agent, can determine the correct expanded withholding tax (EWT) rate applicable to the Partner; failure to submit valid, current documents will result in Twala defaulting to the higher ten percent (10%) withholding rate described below until a valid submission is on file.

Twala acts as a withholding agent under Philippine tax law with respect to the professional fee portion of amounts collected on behalf of a Partner under this Section 14. Twala will withhold expanded withholding tax (EWT) from each payout at the rate applicable to the Partner: five percent (5%), if the Partner is not VAT-registered and has declared expected gross income for the year not exceeding ₱3,000,000, or ten percent (10%), if the Partner is VAT-registered or has declared expected gross income exceeding that threshold, determined in accordance with the Partner’s Income Payee’s Sworn Declaration of Gross Receipts/Sales and BIR Certificate of Registration (BIR Form 2303) furnished to Twala. If the Partner has not furnished a valid, current declaration and Certificate of Registration, Twala will withhold at the higher ten percent (10%) rate by default until a valid declaration is on file. The Partner must furnish, and keep current, this declaration and Certificate of Registration at onboarding and at the start of each calendar year, and must promptly notify Twala of any change to the Partner’s registration status or gross income projection and of whether Twala is the Partner’s sole source of professional income for purposes of the applicable gross income threshold.

Twala will issue BIR Form 2307 to the Partner for the EWT withheld from each settled payout, and in any event at least quarterly (on or before the 20th day of the month following the close of each taxable quarter), as required by law, and will issue the certificate upon the Partner’s written request for a specific payment. Amounts withheld are a credit against the Partner’s own final income tax liability and do not reduce the Partner’s taxable income; the Partner remains solely responsible for its own income tax, value-added tax or percentage tax, and other filings and payments, and for determining the correct tax treatment of income earned outside the Platform.

The Partner shall issue, or cause to be issued, its own Sales Invoice or Official Receipt to Twala covering the professional fee amount for each payout cycle, to substantiate Twala’s expense deduction and input VAT credit. The Partner authorizes Twala to prepare that invoice on the Partner’s behalf through the Platform, in the Partner’s name and under the Partner’s TIN, for the Partner’s review and approval, but the Partner remains the legal issuer of record and is responsible for its accuracy. Where a professional or notarial fee is paid electronically within the Platform through the Payment Facilitation Service, Twala issues the corresponding client-facing invoice or official receipt to the Client under Twala’s own Tax Identification Number (TIN), consistent with Section 14.2; the Partner is not responsible for issuing that invoice or receipt. Where a professional or notarial fee is instead paid to the Partner in cash or by any other means outside the Platform, as described in Section 14.3, the Partner is solely responsible for issuing the official receipt or invoice to the Client for that payment, and for its own compliance with Bureau of Internal Revenue regulations, including any Electronic Invoicing System obligations that may separately apply to the Partner with respect to it. Twala’s provision of transaction statements and BIR Form 2307 is for reconciliation and compliance purposes only and does not constitute tax advice.

14.11 No Interest; No Fiduciary Duty Beyond Agency Scope

Except as required by law, no interest or other earnings accrue to the Partner on amounts held temporarily by Twala or its Payment Partners pending disbursement. Twala’s obligations in respect of collected funds are limited to the agency function described in this Section 14 and do not extend to any broader fiduciary, trust, or custodial duty.

15. Intellectual Property

15.1 Ownership

The Platform, including its software, source code, HashProof Technology™, user interfaces, designs, templates, documentation, and all associated intellectual property rights, is and remains the exclusive property of Twala or its licensors. These Terms grant the Partner a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for the Partner’s professional legal, notarial, and document-management purposes, subject to compliance with these Terms. No other rights, title, or interest in the Platform are granted or implied. Documents, data, and content uploaded by the Partner or Clients remain the property of the party who owns them, subject to the limited license granted to Twala to host, process, and display such content solely to provide the Platform’s services. The Partner grants Twala a non-exclusive, royalty-free license to display the Partner’s name, photograph, and Partner Network listing on the Platform and in Twala’s promotion of the Partner Network, for so long as the Partner’s listing is shown on the Partner Network.

15.2 Restrictions on Use

Except to the extent such restriction is prohibited by applicable law, the Partner shall not, and shall not permit, authorize, or assist any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct the source code, underlying ideas, algorithms, structure, or organization of the Platform;
• modify, adapt, translate, or create any derivative work based on the Platform;
• copy, reproduce, distribute, sublicense, rent, lease, resell, or otherwise make the Platform available to any third party outside the scope of the Partner’s own professional practice;
• circumvent, disable, tamper with, or otherwise interfere with any security-related feature, rate limit, or usage-tracking mechanism of the Platform, including multi-factor authentication, identity verification, HashProof Technology™, or access controls, or configure the Platform to avoid incurring Subscription Fees, Twala’s fees under Section 14.4, or the consumption of Credits that would otherwise apply;
• access or use the Platform through any robot, spider, scraper, crawler, or other automated means, including to copy or compile Partner Network listings or reviews, or otherwise interfere with the proper functioning of the Platform, without Twala’s prior written consent;
• use the Platform to develop, test, or benchmark a competing product or service, or otherwise use the Platform for any competitive analysis without Twala’s prior written consent; or
• remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing on or within the Platform.

Any breach of this Section 15.2 constitutes a material breach of these Terms, entitling Twala to immediately suspend or terminate the Partner’s account under Section 20, in addition to any other remedy available to Twala at law or in equity, including injunctive relief. An ENP further acknowledges that certain conduct described in this Section 15.2, including tampering with, altering, or circumventing the effective technological measures securing the Electronic Notarial Seal, the Electronic Notarial Book, or a notarized electronic document, and using a VPN or similar technology to alter or misrepresent a party’s actual location during a notarial act, is independently subject to prosecution and administrative sanction as a Punishable Act under Rule XII, Section 3 of the Rules, apart from and in addition to any liability arising under these Terms.

16. Data Privacy

16.1 Data Processing Roles

Twala processes personal data in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and Twala’s Privacy Policy published at twala.ai/privacy-policy, which is incorporated into these Terms by reference. As between Twala and the Partner, the Partner acts as the Personal Information Controller in respect of personal data of Clients, Affiants, and witnesses collected in the course of the Partner’s legal or notarial practice, including in Consultation Records, while Twala acts as a Personal Information Processor providing the processing infrastructure, except where Twala independently determines the purpose and means of processing (for example, for Platform security, fraud prevention, identity verification of Platform users, the Partner Network and its recommendations and reviews, or the operation of the Electronic Notarial Book as required by the Rules), in which case Twala acts as a joint or independent controller to that limited extent. The parties agree to execute such data sharing or outsourcing agreements as may reasonably be required to give effect to this allocation of roles. Twala may engage service providers, including providers located outside the Philippines, to process personal data on its behalf, as described in the Privacy Policy.

16.2 Retention of Notarial Records (ENPs Only)

This Section 16.2 applies only to ENPs. Twala will store and retain Electronic Notarial Books, notarized electronic documents, audiovisual recordings of REN sessions, identity verification and biometric data, and other notarial records generated through the Platform in adherence with the retention periods, formats, and security standards prescribed by the Supreme Court, including Rule XII, Section 2 of the Rules (which requires such records to be retained for the duration of the ENP’s commission, or such longer period as may be directed by a court of competent jurisdiction, in secure servers, cloud or on-premise, with firewall, encryption, and other technical security measures approved by the Supreme Court) and the general features required of an accredited ENF under Rule VII, Section 2 of the Rules. Twala will adjust its retention practices as necessary to remain consistent with any future rule, circular, directive, or accreditation condition issued by the Supreme Court or the ENA regarding the retention, security, or disposal of notarial records, without need for further amendment of these Terms.

Where the Rules, the Data Privacy Act, or an applicable Twala data retention schedule prescribe differing retention periods for the same category of data, Twala will apply whichever period is longer, unless doing so would itself violate a Supreme Court directive or applicable law. Upon the ENP’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 to the ENA, in accordance with Section 20.3 of these Terms.

16.3 Consultation Records

Twala stores Consultation Records on the Partner’s behalf, for the Partner’s use in the Partner’s practice, and retains them in accordance with Twala’s data retention schedule and the Privacy Policy, or for such longer period as the law or the order of a court or competent authority requires. The Partner is responsible for informing Clients, as the Partner’s professional obligations and the Data Privacy Act require, of the processing of their personal data in Consultation Records, and for retaining any Consultation Record the Partner needs for the Partner’s own recordkeeping obligations.

16.4 Session Recordings and Verification Data

Session recordings, identity verification data, and biometric data collected for MFA and e-KYC purposes are retained for the periods required under the Rules (for notarial records), applicable BSP e-KYC guidelines, and Twala’s data retention schedule, and are processed using industry-standard encryption and access controls.

16.5 Transmission to the Supreme Court (ENPs Only)

This Section 16.5 applies only to ENPs. The ENP acknowledges and agrees that, as a condition of Twala’s ENF accreditation, personal data contained in notarized electronic documents, Electronic Notarial Book entries, and related notarial records is transmitted or reported by the Platform to the Supreme Court (whether directly to the Central Notarial Database once operational, or to the ENA during any applicable Transitional Period, as described in Section 7), and that this transmission is a disclosure required by law under the Rules rather than a discretionary sharing of data by Twala. Consistent with Rule XII, Sections 7 and 8 of the Rules, information obtained in the course of an electronic notarial act shall otherwise be kept confidential by the ENP and disclosed only pursuant to a court order or as otherwise required by law. The ENP is responsible for informing Principals and witnesses, as part of the notarial process, that their personal data will be transmitted to and retained by the Supreme Court in this manner, and for obtaining any consent or acknowledgment required under the Data Privacy Act in connection with such disclosure. Consultation Records are not transmitted to the Supreme Court under this Section 16.5.

17. Service Availability; No Warranty

Twala targets, but does not guarantee, 99.9% platform uptime, exclusive of scheduled maintenance and events beyond Twala’s reasonable control. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT 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 not warrant that the Platform will be free of vulnerabilities, that all notarial acts will be recognized in every jurisdiction, that a Partner will receive any particular number of Consultation requests, recommendations, or Clients through the Partner Network, or that the Supreme Court’s Central Notarial Database or related infrastructure will at all times interoperate with the Platform without delay or interruption, given that such infrastructure is owned, operated, and controlled by the Supreme Court and not by Twala.

18. 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 OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THE PARTNER’S USE OF THE PLATFORM, ANY LEGAL SERVICE RENDERED OR NOTARIAL ACT PERFORMED BY THE PARTNER, ANY REVIEW OR RECOMMENDATION ON THE PARTNER NETWORK, OR ANY PAYMENT FACILITATION SERVICE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF TWALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TWALA’S AGGREGATE LIABILITY TO THE PARTNER ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES, CREDIT PURCHASES, AND FEES RETAINED BY TWALA UNDER SECTION 14.4 THAT THE PARTNER ACTUALLY PAID TO TWALA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES TOGETHER WITH, AND DOES NOT STACK IN ADDITION TO, THE CAP IN CLAUSE 11.1 OF THE GENERAL TERMS OF USE FOR THE SAME UNDERLYING EVENT OR CLAIM.

Consistent with clause 11.3 of the General Terms of Use, nothing in these Terms limits or excludes liability for: (a) personal injury or death; (b) fraud or willful misconduct; or (c) a breach of the confidentiality obligations in Section 21 of these Terms or clause 9 of the General Terms of Use. For the avoidance of doubt, Twala assumes no liability whatsoever for the substance, validity, or legal effect of any advice given or document prepared, reviewed, or notarized by a Partner, or for any act or omission of the Partner in the practice of law or in the exercise of the Partner’s notarial commission.

19. Indemnification

19.1 Indemnification by the Partner

The Partner agrees to indemnify, defend, and hold harmless Twala and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or relating to: (a) the legal services the Partner renders, or the Partner’s performance of, or failure to properly perform, any Consultation or notarial act; (b) the Partner’s breach of these Terms, the CPRA, the Rules, the Notarial Law, or any applicable law or professional responsibility rule; (c) any dispute between the Partner and a Client, including disputes over the quality of the Partner’s services or the fees collected through the Payment Facilitation Service; (d) the content of the Partner’s Partner Network listing or the Partner’s replies to reviews; (e) the Partner’s failure to maintain the standing, accreditation, insurance, or bonding required under applicable law; or (f) the Partner’s negligence, fraud, or willful misconduct.

19.2 Limited Indemnification by Twala

Twala shall defend the Partner against any third-party claim alleging that the Partner’s authorized use of the Platform, provided by Twala and used strictly in accordance with these Terms, infringes that third party’s Philippine intellectual property rights, and shall indemnify the Partner for damages and reasonable costs finally awarded against the Partner as a result of, or agreed to in a Twala-approved settlement of, such a claim. This indemnity does not extend to any claim arising from: (a) the Partner’s use of the Platform in breach of these Terms or in a manner not authorized by Twala; (b) modification of the Platform by anyone other than Twala; (c) combination of the Platform with any product, service, or data not provided by Twala, where the claim would not have arisen but for that combination; (d) any Beta Release or Free Access Subscription (as defined in the General Terms of Use); or (e) content, data, or documents uploaded or provided by the Partner or any Client. This Section 19.2 states Twala’s sole obligation, and the Partner’s sole remedy, for any claim that the Platform infringes a third party’s intellectual property rights, and Twala’s aggregate liability under this Section 19.2 remains subject to the limitation of liability in Section 18.

20. Suspension and Termination

20.1 By Twala

Twala may suspend or terminate a Partner’s Accreditation or account, with or without prior notice where reasonably necessary to prevent harm, upon: (a) the lapse, suspension, or revocation of the Partner’s standing under Section 4, including the Partner’s suspension or disbarment from the practice of law or, for an ENP, the expiration, suspension, or revocation of the ENP’s notarial commission or ENP accreditation, whether that is reported by the Partner or notified directly to Twala by the Supreme Court or the ENA as described in Section 4.6; (b) material breach of these Terms; (c) non-payment of Subscription Fees or of amounts owed under Section 14.9; (d) reasonable suspicion of fraud, money laundering, or use of the Platform for an unlawful purpose; (e) repeated, substantiated complaints from Clients about the Partner’s conduct on the Platform; or (f) a directive from the Supreme Court, the ENA, or other competent authority.

20.2 By the Partner

The Partner may terminate its account at any time by written notice to Twala, subject to settlement of any outstanding fees owed. A Partner may also leave the Partner Network at any time by turning off the listing on the Platform, without terminating the account or these Terms.

20.3 Effect of Termination

Upon termination: (a) the Partner’s license to access the Platform immediately ceases; (b) the Partner’s listing is removed from the Partner Network; (c) the Partner remains responsible to Clients for Consultations they have already paid for, and shall either render them or arrange for their refund in accordance with Section 14.9; (d) any unused Credits are forfeited, except where reinstatement or refund is required by applicable law; (e) accrued but undisbursed Net Payout Amounts will be settled in accordance with Section 14, less any lawful deductions or offsets; and (f) the Partner remains responsible for retrieving or requesting export of the Partner’s Consultation Records and, for an ENP, the Electronic Notarial Book and related records, to the extent required for the Partner’s continuing recordkeeping obligations to Clients and to the Supreme Court, subject to a reasonable transition period to be agreed with Twala.

20.4 Discontinuation of Service; Loss of Twala’s Accreditation

Twala’s accreditation as an ENF governs only the Platform’s electronic notarization functionality (IEN and REN) accessed through Credits; it does not govern Consultations, the Partner Network, the Payment Facilitation Service, or the Subscription’s eSignature, DMS, or AI-enabled features, which are not dependent on that accreditation and are not affected by its suspension, revocation, or non-renewal. If Twala’s ENF accreditation is suspended, revoked, or not renewed by the Supreme Court, or if Twala otherwise discontinues the Platform’s electronic notarization functionality or any Partner service, Twala will notify affected Partners as promptly as reasonably possible under the circumstances. Where the discontinuation is within Twala’s control (for example, a business decision to wind down a service), Twala will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice; no such advance notice applies where the loss of accreditation results from an immediate directive of the Supreme Court or the ENA beyond Twala’s control, in which case Twala will notify ENPs as soon as reasonably practicable after the directive takes effect.

Upon a discontinuation under this Section 20.4: (a) if the discontinuation results from the suspension, revocation, or non-renewal of Twala’s ENF accreditation, Twala will refund, on a pro-rata basis, any unused Credit balance, notwithstanding the non-refundable treatment of Credits described elsewhere in these Terms, which shall not apply to such a discontinuation; the Subscription Fee is not governed by Twala’s ENF accreditation and is not subject to refund on this ground alone, and the Partner’s Subscription will continue in accordance with Section 9 for so long as Twala continues to offer it; (b) if Twala discontinues the Platform in its entirety, including the Subscription, Twala will additionally refund, on a pro-rata basis, any unused, prepaid portion of the Subscription Fee for the then-current billing cycle; (c) Twala will provide the Partner a reasonable transition period, of not less than thirty (30) days where practicable, to export or request delivery of the Partner’s Consultation Records and, for an ENP, the Electronic Notarial Book and related notarial records maintained through the Platform, consistent with the Partner’s continuing recordkeeping obligations; and (d) Twala’s aggregate liability arising from any discontinuation under this Section 20.4 remains subject to the limitation of liability in Section 18.

21. Confidentiality

Each party agrees to protect the other’s confidential information, including business, technical, and client information disclosed in connection with these Terms, using at least the same degree of care it uses to protect its own confidential information of similar nature, and not to disclose such information to third parties except as necessary to perform its obligations, as required by law, or as required by the Supreme Court or other competent regulatory or judicial authority. Nothing in this Section 21 limits a Partner’s own, stricter duties of confidentiality and privilege toward the Partner’s Clients under the CPRA and the Rules.

22. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, internet or telecommunications failures, or failures of third-party infrastructure (including Payment Partners, cloud hosting providers, or Supreme Court systems).

23. Amendments

Twala may amend these Terms from time to time to reflect changes in applicable law (including future issuances of the Supreme Court or the ENA), Platform functionality, or business practice. Material changes will be notified to Partners at least fifteen (15) days before taking effect, via the Platform, email, or such other means as Twala deems appropriate. Continued use of the Platform as a Partner after the effective date of an amendment constitutes acceptance of the amended Terms.

24. Assignment

The Partner may not assign or transfer any right or obligation under these Terms without Twala’s prior written consent. Twala may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that any assignee agrees to be bound by these Terms.

25. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms through amicable negotiation for a period of thirty (30) days. If the dispute remains unresolved, it shall be submitted to the exclusive jurisdiction of the proper courts of Taguig City, Metro Manila, without prejudice to Twala’s right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

26. General Provisions

26.1 Entire Agreement

These Terms, together with Twala’s General Terms of Use, Privacy Policy, and any order form, fee schedule, or annex referenced herein, constitute the entire agreement between the Partner and Twala regarding the subject matter hereof, and supersede all prior discussions, negotiations, and agreements on that subject.

26.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

26.3 No Waiver

No failure or delay by Twala in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of any right.

26.4 Survival

Sections 3, 4.7, 5.2, 5.6, 5.7, 6.3, 12, 13, 14.2, 14.3, 14.5, 14.9 through 14.11, 15, 16, 17, 18, 19, 20.3, 20.4, 21, and 25 shall survive termination or expiration of these Terms.

26.5 Notices

Notices to Twala shall be sent to legal@twala.io or such other address as Twala may designate. Notices to the Partner shall be sent to the email address or in-app notification address registered on the Partner’s Platform account.

26.6 Language

These Terms are executed in the English language. Any translation provided is for convenience only, and the English version shall prevail in case of conflict.

26.7 No Third-Party Beneficiaries

Except as expressly provided in these Terms, these Terms are intended solely for the benefit of Twala and the Partner, and do not confer any right or remedy upon any Client, Affiant, witness, or other third party, whether in contract, tort, statute, or otherwise. Nothing in these Terms creates a contractual relationship between Twala and any Client, Affiant, or witness, and no Client, Affiant, or witness may bring any claim against Twala under these Terms; this is without prejudice to any independent right of action such person may have against Twala arising outside of these Terms under applicable law, including the Data Privacy Act.

27. Twala Legal and Evidentiary Support

Twala may, from time to time and at its discretion, provide legal and evidentiary support services to Partners and their Clients in connection with electronic documents signed or notarized through the Platform, including certification of document integrity anchored through HashProof Technology™, provision of audit trails and verification reports, and assistance responding to subpoenas, court orders, or other formal requests relating to such a document. These services are governed by, and subject to the scope, procedures, fees, and limitations set out in, Twala’s Litigation and Evidentiary Support Services Policy, as may be amended, updated, or superseded from time to time (the “Evidentiary Support Policy”), which is incorporated into these Terms by reference and made available to Partners upon request or as published by Twala.

In the event of a conflict between these Terms and the Evidentiary Support Policy specifically as to a matter of legal or evidentiary support, the Evidentiary Support Policy governs; for all other matters, these Terms govern. Nothing in this Section obligates Twala to provide legal advice, to represent the Partner or any Client in any proceeding, or to act as counsel of record; Twala’s role in connection with any legal or evidentiary support request remains limited to that of a technology and evidentiary support provider, consistent with Section 3 of these Terms.

28. Acknowledgment and Acceptance

By checking the box marked “I have read and agree to the Terms of Use for Lawyers and Notaries” when applying as a Lawyer or ENP or when creating a Payment Link, completing onboarding, or otherwise accessing or using the Platform as a Partner, the Partner acknowledges having read, understood, and voluntarily agreed to be bound by these Terms in their entirety.