The following terms and conditions govern Customer’s subscription to Innove’s Data Service:

1. Innove Responsibilities

   The Service shall be available for use by Customer, for the two-way transmission of information twenty-four (24) hours per day, seven (7) days per week, including holidays. Provision of Service shall include the following:

   1. Site survey, planning, installation, activation and testing of the Service;
   2. Labor and materials to construct and install the Service;
   3. Maintenance of ancillary equipment owned by Innove for Customer’s use; and,
   4. Securing of permits, licenses and approvals that are necessary in the construction and installation of Service from the National Telecommunications Commission (“NTC”) or other relevant government agencies, both local and/or national.

2. Customer Responsibilities

   The Customer shall provide or shall be responsible for the following:

   1. Endorsement or certification allowing Innove personnel to conduct site survey, installation at each site or maintenance;
   2. Necessary access to the building premises, as well as service entrance conduits and in-house wiring;
   3. Provide the necessary internal wiring, cabling and sockets. Customer may request Innove to provide the wiring, cabling and sockets, subject to payment by Customer of the applicable charges. Upon turnover of such cables, wires and sockets, Customer shall be responsible for their maintenance and repair.
   4. Required power supply including Uninterrupted Power Supply (UPS) or Automatic Voltage Regulator (AVR) units to ensure continuous link operations;
   5. Customer Premises Equipment (CPE) owned by Customer, if required by Innove, including interface cables;
   6. Proper operation of all equipment and facilities within its premises;
   7. Proper equipment grounding and air-conditioning/ventilation;
   8. Strict compliance with all instructions and notices given by Innove regarding the use and installation of equipment. Customer shall also promptly disconnect any wiring or equipment, if requested by Innove, in order to preserve or enhance the quality of the Service;
   9. Ensuring that no other equipment is introduced into the installation site or the premises which would interfere with or degrade the quality of the Service;
   10. Effecting repair to and maintenance of all Customer-owned CPEs and facilities;
   11. Maintaining and effecting repairs on damaged internal wiring and sockets;
   12. Performing maintenance of cleanliness of all ancillary equipment provided by Innove;
   13. Exercising due diligence in maintaining the internal wiring and sockets, including cleanliness and protection of the same, and procurement of appropriate pest control at the installation site to protect CPEs, facilities and equipment, as well as all equipment provided by Innove, from rodents, pests and insects;
   14. Protecting the equipment provided by Innove from fire, theft, vandalism, or any damage while within its premises;
   15. Promptly reporting outages, service failures or degradation, equipment malfunction, changes in the physical condition of the installation site, and proposed renovations to Customer premises which may affect the Service; and,
   16. Unless explicitly stated in these Terms and Conditions, Customer shall provide for a security system for its own network, equipment and/or operating system and other similar appurtenances.

3. Non-standard Installations

   If survey results show that tower or pole mast more than ten (10) ft. high is necessary, additional cost for such will be for the account of the Customer.

4. Applicable Taxes

   In addition to the MRF, Value Added Tax (VAT) and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes.

5. Application for the Service

   1. Innove shall process Customer’s application for Service only if all the following are provided and complied with:
      1. Signed copy of this proposal;
      2. Signed copy of the Subscription Form;
      3. All required credit documentation;
      4. Customer has no overdue balance;
      5. Payment of all fees and charges, including advances and deposits if required by Innove; and
      6. Such other documents as may be required by Innove.
   2. Approval of applications shall be at Innove’s sole discretion. Innove reserves the right to approve or disapprove any application for Service. Innove shall not be required to give any reason for disapproving any application. Customer acknowledges that it has no cause of action for the disapproval of its application.

6. Lead Time to Deliver the Service

   1. Standard delivery lead time is within 30 to 45 days upon compliance with the requirements indicated in section 5.a.
   2. If Innove is ready to deliver earlier than the agreed date (or in less than 30 days, if there is no agreed date) but Customer is not yet ready to accept the Service, Innove will commence billing on the agreed date (or on the 31st day, if there is no agreed date) even if installation is not yet completed, if non-installation is due to a customer dependency.

7. Service Testing

   1. aInnove shall conduct service testing in accordance with the Service Testing and Acceptance Parameters stipulated in Attachment 2.
   2. Customer may request for additional tests subject to payment of charges imposed by Innove.

8. Turn Over and Acceptance of Service

   1. Upon completion of installation and successful testing of the Service by Innove, the Service will be turned over to Customer for testing. Within seven (7) days, if the Service installed is defective, the Customer shall notify Innove of such defect. If Innove confirms the defect, Innove shall perform the necessary corrective actions.

      If within the seven (7) day testing period, the Customer does not notify Innove that the Service installed is defective, the Service shall be deemed accepted and billing shall commence on the eighth (8th) day from turnover date.

      If the Customer rejects the Service in the absence of any defect therein, Innove will cancel the order and deactivate the Service. The cancellation charges in Section 16 hereof shall then apply.

   2. Any CPE and/or facilities not installed, operational or otherwise available for use shall not be a ground for Customer rejection of the Service.

9. Payment Terms

   1. Billing shall commence (“Billing Commencement Date”) -
      1. On the 8th day from turnover date if Service is accepted or deemed accepted by the Customer as stated in Section 8.a;
      2. On the date following the mutually-agreed service delivery date if Innove has completed the installation from Innove point-of-presence to the nearest demarcation line but the installation cannot be completed because of a Customer dependency.
      3. If there is no agreed service delivery date, on the 31st day from receipt by Innove of the signed Proposal if Innove has completed the installation from Innove point-of-presence to the nearest demarcation line but the installation cannot be completed because of a Customer dependency.
   2. The full amount stated in the Statement of Account shall be paid by the Customer on or before the due date stated in the Statement of Account, without need of any demand, such demand hereby expressly waived by Customer;
   3. Check payments shall be made payable to Innove Communications, Inc.;
   4. Any US Dollar or other foreign-denominated charges can be paid in Philippine currency at the exchange rate prevailing on the date of payment as set by the Bangko Sentral ng Pilipinas (BSP);
   5. If Customer fails to pay the MRF within the said period, Customer shall pay a penalty interest on the overdue amount at the rate of 1.5% per month from date due until the same is fully paid. In addition, Innove reserves the right, without incurring any liability, to suspend or temporarily disconnect the Service until the overdue amount, plus interest, is paid in full.
   6. Any excess payment in respect of one bill may be used by Innove to offset outstanding charges, fees, costs or any other moneys in another bill or may be credited to the next month’s bill of the Customer.
   7. All payments shall be applied first to all overdue penalty interest, then billings in arrears and the balance, if any, to be applied to the current obligation.

10. Disputed Billings

    1. All complaints or questions on billings shall be made by way of a written complaint emailed by the Customer or its authorized representative to [email protected]. Such complaints shall be filed not later than the due date. Otherwise, the Statement of Account shall be deemed accepted, final, and conclusive against the Customer.
    2. Innove shall endeavor to settle all disputed billings with the Customer at the soonest possible time. The foregoing notwithstanding, Innove reserves the right to disconnect the Service without prior notice if any Statement of Account remains unpaid after due date. Innove shall not be liable to the Customer in any way for the disconnection and Innove’s only obligation shall be to reconnect the Service without penalty or fee and rectify amount erroneously paid and such amount shall be credited to the next bill, in the event Customer’s complaint proves to be valid. Innove will decide the billing complaints based on its records.

11. Changes in Billing Address

    Customer shall inform Innove in writing of any change in billing address by emailing [email protected]. Innove shall not be responsible for the consequences of Customer’s inability to receive and pay its bills as a result of its failure to timely notify Innove.

12. Place of Payment

    1. All payments of bills which are not overdue shall be made to Innove at any of its accredited payment channels. Innove shall not be bound to honor payments made to persons or entities or at places not authorized by Innove.
    2. Settlement of bills which are overdue shall be made only at any of Innove’s accredited payment channels in full and under such terms and conditions as Innove may impose and Innove’s legal rights and cause of action related to the collection of the entirety of such sums, penalties and other damages which the delayed payment shall have caused shall not be affected by payment whether in full or in part.

13. Service Level Commitments

    1. Performance Parameters. - Innove hereby guarantees compliance with the following: performance parameters:
       1. Committed Circuit Availability – (RETAIN ONLY THE CORRESPONDING PERFORMANCE PARAMETERS TABLE BASED ON THE LAST MILE FOR THIS OPPORTUNITY BASED ON NOTES PROVIDED BY PRICING TEAM. DELETE THE OTHER TABLES AND THIS HIGHLIGHTED PORTION)

          If Last Mile is:	Metrics
          Copper	99.8%

          If Last Mile is:	Metrics
          Fiber	99.8%

          If Last Mile is:	Metrics
          Radio	99.6% (applicable only to circuits in Central Business District (CBD) areas in Makati, Ortigas Center, Metro Cebu, and Metro Davao

          If Last Mile is:	Metrics
          VSAT	99.35%

          1. Circuit availability refers to the period that the subscribed circuit is available in a given month.
          2. Circuit Availability is calculated as follows:

             [(Hours in a Day x Days in a mo.) - Network Outage Period] x 100
             Hours in a Day x Days in a Month

       2. Latency
          1. Latency refers to the round trip time between issuing a request for data and receiving a response from the remote system.
          2. Guaranteed latency while there is no traffic (based on 56 byte ping)

             Scenario	Latency (in milliseconds)
             to US Pop (Seattle and Los Angeles )	Average of 200 ms
             to Asia Pop (Hong Kong, Singapore and Japan)	Average of 70 ms
             Within Philippines	Average of 60 ms

       3. Mean Time to Respond

          Phone Support

          Acknowledgment is within one (1) minute from Innove’s receipt of the call Response with initial isolation result is within 30 minutes from acknowledgment

          For Field Dispatch (After Phone Support)
          Within CBD, within Business Hours	Thirty (30) mins
          Outside CBD, within Business Hours	Two (2) hours
          After business hours	On-call (Field Operation Engineers)

       4. Trouble Ticket Status Update

          Innove shall provide a status update every two (2) hours from receipt of Customer’s complaint, or at the times or intervals agreed with the Customer. Status update by Innove to the Customer may be undertaken through telephone, Short Messaging System (SMS) or email.

          1. Monthly Outage Report

             Innove will provide an outage report for all applicable circuits on a monthly basis upon Customer’s request. Only those reported to Innove’s Enterprise Data Support Center (EDSC) shall be included in said report.

    2. Escalation Procedure
       1. Innove’s Enterprise Data Support Center (EDSC) is the main contact point for the operation and maintenance aspect of the Service. The immediate contact persons are:
          
       2. Innove’s EDSC shall take care of escalating link trouble to higher level on a per case basis.

14. Rebates

    1. In the event of Service interruption, Innove shall provide service credits subject to the rebate schedules stipulated in Attachment 1;
    2. The implementation of the rebate schedule is subject to the following conditions:
       1. All credit memos shall be based on Innove’s EDSC records;
       2. Customer shall be responsible to report and to request for credit memo on any outage;
       3. The credit memo being claimed shall be applied to the succeeding billing month;
    3. Customer is not entitled to a service credit or rebate if the service interruption or outage is caused by any of the following:
       1. Power failure at Customer's sites;
       2. Customer's equipment or application failure;
       3. Act, omission, fault or negligence of Customer or a third party acting on behalf of the Customer;
       4. Innove or its agents are not allowed access to the Customer premises where the access lines are terminated;
       5. Force Majeure and fortuitous events;
       6. Cable outage in the customer-preferred international submarine cable system; and
       7. Scheduled Maintenance.

15. Contract Term

    Contract term is for one (1) year from the Billing Commencement Date (“Initial Contract Term”). Thereafter, the contract term shall be renewed automatically for one (1) year (“Renewal Contract Term”), under the same terms and conditions (excepting the provision of pre-termination), provided that neither party has given a notice of non-renewal or has proposed an amended renewal contract at least thirty (30) days prior to the expiration of the Initial Contract Term or Renewal Contract Term, as the case may be.

16. Cancellation of Order

    1. In case of cancellation of order:
       1. When the order is cancelled after Customer sends to Innove the signed proposal but prior to the turn over of the Service to Customer, the Customer shall pay the installation fee quoted or the actual charges incurred during the installation, whichever is higher.
       2. When the order is cancelled after turn over of the Service or the Service is rejected by Customer absent of any defect, Customer shall pay the cancellation charges consisting of the following:
          1. Installation fee quoted or actual expenses incurred (whichever is higher);
          2. One (1) month MRF and
          3. Dismantling charges equivalent to the installation fee.
    2. If installation fee is waived, actual expenses shall apply.

17. Termination of Contract

    1. a. If the Customer pre-terminates the Contract before the expiration of the Initial Contract Term, Customer shall pay pre-termination charge computed as follows:

       Pre-termination Charge = MRF x no. of months remaining on the Initial Contract Term

    2. The cost of dismantling or disconnecting the Service shall be for the account of the Customer.
    3. Customer is required to provide a written notice of termination/pre-termination at least thirty (30) days prior to its intended date of disconnection of the Service. If the prior written notice is less than thirty (30) days, the effective date of termination of Service shall be thirty (30) days after receipt by Innove of the notice, regardless of what is written in the notice as the intended effective date. Customer shall be liable to pay the MRF until the actual date of disconnection whether or not Customer used the Service until such date.

18. Downgrade

    If a service downgrade is requested within Initial Contract Period, Customer shall pay Innove a downgrade charge equivalent to one hundred percent (100%) of the difference between the MRF of the existing and downgraded service multiplied by the unexpired portion of the applicable term.

    P = 100%(ME – MD) x U

    where	P – penalty charge
    	ME – MRF of existing service
    	MD – MRF of downgraded service
    	U – unexpired portion in no. of months

19. Use of Service

    1. Customer shall use the Innove facilities and/or Innove services provided only for the purpose herein stated and shall not use the same to conduct any service such as callback, unauthorized audiotex, International Simple Resale (ISR), and other analogous services which are prohibited in the Philippines, or which operation or service constitutes a bypass defrauding Innove and/or its interconnect partners of the rightful access/termination charges due them.
    2. In the event that Customer uses Innove’s facilities and/or services for any illegal or unauthorized services including but not limited to those enumerated above, Customer shall immediately compensate Innove an amount equivalent to the rightful access or termination charge prevailing at the time the bypass was committed for the type of traffic passed via the bypass service or practice committed by Customer to the applicable Philippine network (including without limitation, an Innove network, or the network of any other carrier with whom Innove has an interconnect agreement, whether mobile or landline) plus fifty percent (50%) of such access or termination charge (the "Bypass Compensation").
    3. Such Bypass Compensation shall be payable, without limitation, from the time the bypass activity was conducted by the Customer until the complete payment thereof by the Customer, and such bypass compensation shall be computed from the time the bypass occurred until the actual cessation of bypass. Innove shall, likewise, pass on, and Customer agrees to accept and immediately pay, all other claims and damages demanded by any of Innove’s interconnect partners who may have been affected, directly or indirectly, by the unauthorized service. This shall not be subject to any limitation of liability provided in this Proposal.

20. Suspension of Service

    In addition to non-payment, Innove may immediately suspend the Service if it detects that the Service is being used:

    1. to commit the prohibited acts stipulated in Section 19.a;
    2. for spamming;
    3. in a manner that adversely affects, interferes with or disrupts the use of the Service by other parties;
    4. in violation of Innove’s Acceptable Use Policy; and
    5. for any activity that is contrary to law, morals, customer or public policy;

21. Cross Default

    Innove reserves the right to summarily terminate Innove services extended to Customer under this and any other contracts and/or subscription agreements for other services due to non-payment, or any other violation of these Terms and Conditions.

22. Limitation of Liabilities

    1. Innove shall not be liable to Customer for any loss, damage or cost arising out of or relating to failure to perform any of its obligations under this Proposal if such failure results from Force Majeure or Fortuitous Events.
    2. Innove shall not be liable to the Customer for any special, indirect, consequential or incidental damages, including loss of profits or revenues or loss of prospective business advantage, regardless of whether Innove had been advised of such damages or whether that liability arises in contract, tort, strict liability, breach of warranty, or otherwise.
    3. The Customer shall indemnify, defend and hold harmless Innove from any third-party claim, suit or demand, which is due to gross negligence, fraudulent act or omission, or willful misconduct attributable to the Customer.

23. Data privacy

    1. Where applicable, each party agrees to the following security, privacy and data protection measures and provisions:
       1. Parties (where applicable), shall adhere to and abide by the provisions and obligations contained in Republic Act No. 10173 or the Data Privacy Act of the Philippines and its implementing rules and regulations, data privacy law and INNOVE’s data privacy policies which adopt GLOBE’s (Globe Telecom, Inc.) data privacy policy (http://www.globe.com.ph/privacy-policy). The use of personal information should also be specified to those authorized to process the personal data, and must be consistent with the purpose of this Agreement. Customer shall appoint an Administrator internally who shall be in charge of managing, operating and controlling the data that will be for use by its End Users. The Administrator shall likewise function as the single point of contact (SPOC) with Third Party Vendor/Licensor for the necessary Documentation to be fulfilled as part of Service’s implementation activities. The Customer or its Administrator shall create and implement Customer’s data information security policy.
       2. Customer shall obtain all required consents under the Data Privacy Act of 2012 and all Relevant Laws before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Service/s to signify consent to the processing of Customer Data/Information or personal identifiable information pursuant to the purpose of this Agreement. Customer or through its Administrator shall exercise strict confidentiality and employ reasonable measures to ensure that its Administrator officers, directors, employees, agents, attorneys, predecessors, successors, and assigns will hold such Customer Data Information with strictest confidence in accordance with this Agreement.
       3. Customer acknowledges that INNOVE may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows INNOVE to access and disclose to law enforcement or other government authorities, including any order of the court any data from, about or related to Customer, provided that INNOVE uses diligent reasonable efforts to assure that the personal information required to be disclosed is treated confidentially in the relevant proceeding and promptly notifies the Customer of the required disclosure to enable Customer the opportunity to prevent or control such disclosure.
       4. Subject to the terms and conditions of the relevant Third Party Terms, the Customer accepts/consents that some portions of the Service may require that personal information be provided. Such personal information refers to any and all information relating to the End User/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Service.
       5. With Customer consent, INNOVE may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that upon access to the Managed Security Services, including Personal information that the Customer and its End Users knowingly provide via the service.
       6. Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way.