INNOVE shall provide, install and maintain the IP PBX equipment listed in Annex “A” hereof.
INNOVE shall provide emergency repair/maintenance service to CUSTOMER twenty-four (24) hours a day, seven (7) days a week.
The following shall not be included in the maintenance responsibilities of INNOVE:
Labor and replacement of damaged and defective parts arising from abuse or misuse of equipment by CUSTOMER, its agents or representatives;
Services rendered to troubleshoot problems, which are not attributable to the components covered by this Agreement. These shall include those requested from non-Innove entities.
Any repairs or adjustments in the equipment during the effectivity of this Agreement by a person or entity other than engineers certified by INNOVE shall automatically relieve INNOVE of any responsibility under this Agreement.
For any technical assistance request, CUSTOMER shall provide the following detailed incident/problem information to INNOVE:
State the issue/problem and shall provide specific information such as product involved, problem symptoms, frequency of occurrence and business impact.
Identify all possible sources of the problem or points of failure. This will include historical account of what happened prior to the incident. CUSTOMER shall note any known steps that led to the failure, whether or not the problem can be recreated to facilitate accurate assessment. Examples: system (hardware, software and network) changes and upgrades; introduction of new applications or processes into system environment and recent configuration changes.
Identify and provide all product information and other relevant information such as operating system, networking components and software release or versions that were running when the problem occurred.
Provide diagnostic information such as error messages, error logs, storage dumps, traces and diagnostic documentation.
CUSTOMER shall appoint a person whom all INNOVE communications will be addressed to and who has the authority to act for CUSTOMER in all aspects of System Administration.
CUSTOMER shall provide full system and application back up.
CUSTOMER shall ensure that all necessary power requirements are provided for.
CUSTOMER shall designate a representative to participate in the Service Planning activities conducted prior to the actual implementation of the Service.
CUSTOMER shall designate technical personnel to be present during the performance of the Service. CUSTOMER shall provide suitable workplace with telephone access for INNOVE’s personnel while working on CUSTOMER’s premises.
CUSTOMER shall provide necessary hardware needed for staging and production set up. This includes, but not limited to servers, network switches/hubs, cables, printers and other peripherals.
CUSTOMER shall provide the appropriate facilities (office, chairs, electrical power points, internet access, desk, etc.) for on-site development work.
CUSTOMER shall provide all software installers and licenses required for the Service. This includes, but not limited to Windows Technology Software, Antivirus, databases and workstation programs.
CUSTOMER shall grant INNOVE’s personnel physical access to Data Centers and Server Rooms.
CUSTOMER has existing back-up device and procedure in place and available at anytime during the engagement.
CUSTOMER shall allow INNOVE personnel to work after office hours and even during Saturdays and Sundays to perform task that are vital to the Service.
CUSTOMER shall communicate downtimes to INNOVE.
Provision of the MIP Server shall be on a lease-to-own basis. Upon expiration of the initial contract period, ownership of the Server shall be transferred to CUSTOMER, provided that CUSTOMER has complied with all the terms and conditions stated herein.
Upon expiration of the initial contract term, INNOVE shall turn over to CUSTOMER the Server and thereafter, maintenance and operations of said leased Server shall be the sole responsibility of the CUSTOMER. Should CUSTOMER request INNOVE to continue providing maintenance services for the Server beyond the contract period, the terms and conditions shall be mutually agreed upon by parties. However, such extension of maintenance services beyond the contract period shall only be possible if the Domestic and/or International Network is still provided by and is under the responsibility of INNOVE.
Detailed descriptions and terms and conditions of the equipment are set forth in ANNEX “A” hereof.
Service Level Agreement
Mean Time To Respond (MTTR)
Urgent or Critical Risk Situation means the system cannot be totally used or 100% down.
High or Moderate Risk Situation means that the system is severely hampered but operational or 50% of the users are affected.
Medium or Minor Risk Situation means that the system is hampered but only 10% of the users are affected.
Low or Non-Service-Affecting Risk Situation means those that has little or no impact on system performance, i.e. addition/deletion/change of user (provided within 588 endpoints)
Next Business Day
Response Time begins from the time the trouble is reported to and received by INNOVE’s Technical Helpdesk and ends at the time Technical Helpdesk calls up CUSTOMER to confirm that the trouble is within the equipment supplied by INNOVE.
GENERAL TERMS AND CONDITIONS
Nature and Term
This Agreement governs the terms and conditions for INNOVE’s provision of Managed IPPBX and ISDN-PRI Service to CUSTOMER and supersedes any and all prior written and oral agreements and representations between the parties.
This Agreement shall be for an initial term of one (1) year unless sooner terminated for causes stated in this Agreement. After the initial term, this Agreement shall be deemed automatically renewed for one (1) year unless a party sends a written notice of non-renewal or a proposal for 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.
Installation of commercial telephone lines for the Service where CUSTOMER's premises do not require additional cabling, trunking or conduit installation shall commence within thirty (30) days after INNOVE receives from CUSTOMER a) a duly filled- up and completed application form with all the required supporting documents; b) payment of all fees and charges incident to installation and activation of the Service; and c) a signed copy of this Agreement.
CUSTOMER shall pay the installation and connection charges itemized in the application form provided by INNOVE prior to the installation of the Service
Installation for special facilities and lines not included in INNOVE's standard installation package or which are required by the location in which CUSTOMER wishes to place its Customer-Premises-Equipment (CPE) that will be attached to the Service, shall be governed by Clause 8 of this Agreement (Special Facilities and Installations; Alterations to Existing Service).
Line activation shall take place on a specific date provided by INNOVE, which should not be later than thirty (30) days from the time that all installation shall have been completed and tested.
Rates and Charges
Rates - INNOVE shall charge CUSTOMER for the maintenance services rendered for the equipment. Billing shall commence upon activation of the Service.
Advance Payment - Upon acceptance of CUSTOMER's application for processing, CUSTOMER shall also make an advance payment with INNOVE in the amount equivalent to one (1) month basic/minimum service fee.
Billing and Payment
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;
Check payments shall be made payable to Innove Communications, Inc.
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);
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 2% 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.
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.
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.
Place of Payment
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.
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.
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.
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.
CUSTOMER shall be assigned a credit limit, which shall include a limit on usage for both domestic and international telephone and data service usage. INNOVE reserves the right to suspend, redirect or temporarily disconnect the Service as soon as CUSTOMER exceeds this credit limit, or when otherwise warranted by abnormal usage patterns or other circumstances, with prior written notice to CUSTOMER. INNOVE may also render an interim billing even before the end of any one month or any one billing cycle in the event CUSTOMER exceeds its credit limit. Should CUSTOMER fail to make payment within fortyeight (48) hours of receipt of the interim bill at its registered address, or should INNOVE be unable to serve the interim bill on CUSTOMER because CUSTOMER is unreachable at the registered billing address, then INNOVE may likewise suspend, redirect or disconnect the Service at its discretion, without liability, after written notice, to CUSTOMER. INNOVE shall have no liability whatsoever to the CUSTOMER for such suspension, redirection or temporary disconnection due to the non-payment of the interim bill and shall have no obligation to reconnect the Service unless the bill has been fully paid. Such temporary disconnection may be made permanent at INNOVE's option for the CUSTOMER’s failure to cure the cause of disconnection within a reasonable period of time. Reconnection shall be at the sole discretion of INNOVE, and subject to such reconnection fees and other terms and condition as INNOVE may impose. Non-exercise of the remedies herein above stated shall not absolve CUSTOMER from liability for all charges incurred in excess of the credit limit.
INNOVE reserves the right to refuse any request for increase in the credit limits or to require, as a condition for increased credit limits, deposit or revised billings cycles, at its sole discretion.
Where applicable, each party agrees to the following security, privacy and data protection measures and provisions:
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.
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.
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.
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.
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.