Applicable Taxes
In addition to the MRF, VAT and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes.

Validity of Offer
This offer shall be valid for thirty (30) days from the date of this Proposal. Thus, offer quoted above may change after the 30-day period.

Application for the Service
Innove shall process Customer’s application for Service only if all the following are provided:

1. Signed copy of this proposal;
2. Signed copy of the Subscription Form;
3. All required credit documentation;
4. Payment of all fees and charges, including advances and deposits if required by Innove; and
5. Such other documents as may be required by Innove

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.

Turn Over and Acceptance of the Service
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) working 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) working 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) working 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 10 hereof shall then apply.

Payment Terms

1. Billing shall commence on the eighth (8th) working day from date of turnover of Service if Service is accepted or deemed accepted by the Customer as stated in Section 4 (“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.

Renewal of Contract
The contract term is one (1) year effectively upon receipt of Innove’s signed copy of the proposal from the customer. Upon expiration of the Initial Contract Period, the Contract shall be renewed automatically on a month to month basis (“Renewal Contract Period”), under the same terms and conditions (excepting the provision of pre-termination and price escalation), provided that neither party has given a thirty (30) day written notice of termination prior to the expiration of the Initial Contract Period or Renewal Contract Period, as the case may be.

Cancellation of Order
In case of cancellation of order:

1. When installation works have been started before turnover of the Service, the Customer shall pay the installation fee quoted or the actual charges incurred during the installation, whichever is higher.
2. If 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’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 the expiration of the Initial Contract Period, Customer shall pay pre-termination charges as follows:

1. 50% of MRF for the remaining term if pre-terminated within the first half of the term
2. 35% of MRF for the remaining term if pre-terminated after the first half of the term
3. 100% of MRF for the remaining term for bundled equipment provided by Innove

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

Customer is required to provide a written notice of termination/pre-termination at least thirty (30) days prior to the intended effective 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 effective date of disconnection regardless of the presence or absence of usage.

Access to the Space and Equipment
Customer personnel who shall be authorized to have access to the space and equipment must secure Restricted Area Access and Work Authorization (RAAWA) from Innove. Only the authorized Customer personnel with duly issued RAAWA shall be allowed access.

Downgrade
If a service downgrade is requested within Initial Contract Period, Customer shall pay Innove a penalty 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.

Limitation of Liabilities
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.

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.

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.

In the event that Innove is made liable to Customer for direct damages, the maximum liability shall be limited to an amount equivalent to one year MRF.

Termination by Innove
In the event that the agreement between Innove and its third-party vendor or service provider is terminated, Innove shall have the right to terminate the Service effective upon written notice to Customer without liability on the part of Innove.

Notice of Relocation
Innove shall provide Customer no less than two (2) months notice of any proposed relocation of the space and equipment. Innove may propose relocation anytime, from time to time. Customer, at its sole discretion, may elect not to accept the proposed relocation. Innove may terminate the Service if Customer rejects Innove’s request for relocation, and such termination shall be effective within thirty (30) days from Customer’s rejection. Termination for reason stated in this section shall be without penalty.

Compliance with GDC House Rules
Customer shall strictly comply with the GDC House Rules.