Applicable Taxes
In addition to the Monthly Recurring Fees (MRF), the applicable VAT and other applicable taxes shall be imposed on Customer.

Validity of Offer
This offer shall be valid for thirty (30) days from the date of this proposal. Thus, rates quoted are subject to change after the 30-day period.

Application for the Service
Innove Communications, Inc. shall process Customer’s application for Service only if the following are provided:

1. All required credit documentation:

   1. SEC Registration
   2. Article of Incorporation
   3. Signed Proposal/Conforme
   4. Other documents that may be required by Innove Communications Inc.
2. Payment of all fees and charges, including advances and deposits, if required by Innove Communications Inc.
3. Private VLAN or VxLAN
4. Basic Firewall. If customer needs the Firewall to be managed, this will fall under Managed Firewall.
5. Lead time of the delivery will be 1-2 weeks which includes documentation process.

Approval of applications shall be at Innove Communications Inc.’s sole discretion. Innove Communications Inc. reserves the right to approve or disapprove any application for Service. Innove Communications Inc. shall not be required to give any reason for disapproving any application. Customer acknowledges that he has no cause of action for the disapproval of his application.

Rebates
Innove Communications Inc. shall not be liable for any damages or service interruptions caused by events of force majeure. Otherwise, outages shall be subject to the following rebate schedule.

This allowance is subject to the following conditions:

1. All credit memos shall be based on Innove Communications Inc.’s Technical Support Center (TSC) records.
2. Customer shall be responsible to report and to request for credit memo on any outages. However if the interruptions/outages has been known by Innove Communications Inc.’s Technical Support Center (TSC), Innove Communications Inc. shall voluntarily make the appropriate credit to the monthly recurring fee for the service without need for Customer to report or claim credit on the outage/s to Innove Communications, Inc.
3. The credit memo being claimed shall be applied to the next billing month.
4. The credit memo is computed by dividing the monthly recurring charge over a 30-day period, and then multiplied by the length of interruption (in days).

5. The following are not subject to credit memo:

   1. outages due to power failure at Customer's sites;
   2. customer's equipment failure;
   3. natural calamities e.g. typhoons, earthquakes, etc.;
   4. civil disturbance, military insurrection, and/or government takeover of services; and
   5. scheduled maintenance

Upgrades / Downgrades
Upgrades or downgrades may be done any time by the customer.

Payment Terms

1. Billing shall commence on the eighth (8th) working day from date of turnover of Service (“Billing Commencement Date”);
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 hereby expressly waived by Customer;
3. 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);
4. 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.
5. 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.
6. 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.

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.

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

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.

Contract Period
Contract term is one (1) year from the date of acceptance. Thereafter, subscription shall be renewed automatically every year, under the same terms and conditions, provided that neither party has given a thirty (30) day notice of termination prior to the expiry of the subscription.

Cancellation of Order
In case of cancellation of order:

1. When installation works have been started before turnover of the Private Cloud Infrastructure, the Customer shall pay the installation fee quoted or the actual charges incurred during the installation, whichever is higher.
2. If the Private Cloud Infrastructure 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 month’s bill of the Service, and
   3. Dismantling charges equivalent to the installation fee.
3. If installation fee is waived, actual expenses shall apply.

Termination of Contract
If the Customer decides to pre-terminate the contract before its expiration, Customer shall pay Innove Communications Inc. pre-termination charges as follows:

1. 100% of charges for the remaining term of the Agreement if pre-terminated within the contract period

In addition, the cost of dismantling or disconnecting the Service shall be on the account of the Customer.

Customer is required to provide a written notice of termination/pre-termination thirty (30) days prior to the effective date of disconnection. Customer shall be liable to pay the recurring charges until the effective date of disconnection regardless of usage.

Innove Communications, Inc. reserves the right to change the prices, fees, the Services and/or the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, Innove shall give the Customer thirty (30) days prior notice of any significant change to this Agreement. If the Customer finds the change unacceptable, the Customer has the right to cancel the Service(s). However, if the Customer continues to receive Service(s) after the end of the notice period (the “Effective Date”) of the change, the Customer will be considered to have accepted the changes. The Customer may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.