Contract Documents

1. The following documents shall, by this reference, form integral parts of the contract between PLDT and the Customer for the provision by PLDT of the Service described in the Service Order Form (“SOF”) to which this PLDT Data Services Terms and Conditions is attached (the “Contract”):
   1. SOF, which contains the commercial terms of the Contract;
   2. This Data Services Terms and Conditions; and
   3. As Built Plans, Service Protocol and Solution Design, if deemed necessary by PLDT, shall be provided to the Customer and shall form part of the Contract.
2. In case of any conflict in the interpretation of the provisions of the aforementioned documents, the following order shall prevail: 1) Data Services Terms and Conditions, 2) SOF

Customer Responsibilities

1. The Customer shall have the following responsibilities for the proper installation, operation and maintenance of the Service requested:
   1. Provide access and clearance to allow duly authorized PLDT personnel to enter and leave the Customer’s premises at reasonable hours or at such frequency as may be necessary, and subject to prior notice to the Customer whenever practicable, for the purpose of conducting site surveys, installation, inspection and maintenance, and/or removal of its equipment and facilities used in connection with the Service. In the event that the Customer’s premises is located inside a building, the Customer shall coordinate with the Building Administrator/Property Management Office and secure the necessary permits granting PLDT egress and ingress to the building twenty-four hours a day, seven days a week for maintenance, test and repair, and installation activities, subject to compliance by PLDT with reasonable building security regulations.
   2. Prepare all the required civil works, conduits and in-house wiring installations prior to the installation of service. PLDT reserves the right to delay installation works in the event the required civil works, conduits, and in-house wiring have not yet been installed, or in the alternative, start billing for the installed services notwithstanding the Customer’s inability to use the same owing to its failure to install the required civil works, conduits, and in-house wiring in a timely manner.
   3. For Radio and VSAT installations, electrical, civil works and tower construction (if applicable) are for the account of the Customer and must comply with engineering standards required by PLDT.
   4. Provide the required Uninterrupted Power Source (UPS) in each location to ensure the uninterrupted power supply necessary for the continuous operation of the service. Customer shall provide electric power from a commercial source connected to the standby generator required for the efficient operation of PLDT-provided equipment.
   5. Provide the interface cables between the PLDT equipment and the Customer-provided equipment.
   6. Ensure that no connection, disconnection, movement, and/or alteration of any and all equipment and facilities furnished by PLDT are conducted by parties other than the duly authorized PLDT personnel.
   7. Provide, at its own expense, a secure, clean and a well-ventilated and air-conditioned room with suitable and adequate space for the proper and continuous operation of all equipment (e.g. Data Circuit-Terminating Equipment (DCE) or modem) to be installed thereat and used in the provision of the Service.
   8. Exercise due care to all PLDT-provided equipment installed in its offices and shall protect the same from natural elements, fire, and other hazards, and from access, handling and operation by unauthorized persons. The Customer shall be liable for any loss or damage on the equipment upon completion of the installation by PLDT unless such loss or damages is directly due to causes beyond its reasonable control.
   9. Undertakes not to assign, transfer, sublease, charge or otherwise part with the PLDT-provided equipment; neither shall the Customer permit any extension of the Service whether or not said extension may cause damage or interference to the Service, without prior written consent and approval of PLDT.
   10. Provide its own additional protection to its system against external attacks/hacks. In the event of such occurrence, it is the Customer’s responsibility to investigate the matter with the proper assistance of PLDT or its subsidiaries and/or affiliates.
   11. Where applicable, other terms and conditions apply for specific PLDT Service components such as Customer Premises Equipment (CPE), including but not limited to routers, multiplexers, radio equipment, special equipment or others.

PLDT Responsibilities

1. PLDT shall have the following responsibilities in connection with the provision of the Services:
   1. Provision and install the Service at the Customer’s site and provide the relevant support and maintenance necessary in connection therein.
   2. Receive and document trouble reports from Customer, perform analysis and resolution of the issues therein, and close the trouble tickets in accordance with the applicable SLA.

Applicable Prices and Taxes

1. Prices quoted are based on standard build or initial network design/configuration presented subject to change depending on the final network configuration determined during the actual survey. PLDT shall inform the Customer of any change in the network configuration and seek prior approval for any change in price from the original proposal as a result of the difference between the network design/configuration presented and the actual configuration. Should the Customer not approve the change in initial network design/configuration and price, PLDT and the Customer shall negotiate to achieve a mutually acceptable solution.
2. Unless otherwise indicated, the prices quoted in the SOF are exclusive of any applicable taxes and regulatory fees.
3. For customers claiming tax exemptions, the necessary exemption certificates and/or documents shall be submitted prior to installation of the Service.
4. The prices provided for in the SOF shall be valid for thirty (30) days from the date thereof.
5. In addition, the price shall be subject to fulfillment by the Customer of the special conditions (if any are specified in the SOF) pursuant to which PLDT offered such price. Non-fulfillment by the Customer of such special conditions shall entitle PLDT to amend the price of the Service.
6. The Ordering Party will pay any and all properly invoiced and applicable Taxes that may be imposed or levied on Ordering Party or PLDT by any applicable statute or regulation that provides the authority for the imposition of Taxes with respect to the provision or use of the Services, in addition to all other fees and charges specified in the Service Order. If at any time the Ordering Party is required to make any deduction or withholding in respect of Taxes from any payment due under any Service Order, the sum due from the Ordering Party in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, PLDT receives on the due date for such payment a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Ordering Party shall indemnify PLDT against any losses or costs incurred by reason of any failure of the Ordering Party to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment.

Installation and Lead-times

1. The projected installation and activation lead time is determined on the basis of the location of the Customer’s site (whether the site is on-net or off-net to PLDT) and whether the provision of the Service in the Customer’s site requires the construction and installation of additional or new facilities. The firm RFS Date will be provided by the PLDT Project Manager (PM) to the Customer, after completion of engineering design, Customer dependencies, and other external requirements.

Delivery of Equipment; Acceptance of the Service

1. Upon delivery of the CPE to the Customer’s designated site, the Customer shall sign an Endorsement of Property and Service (EPS) form to acknowledge receipt of the CPE.
2. Upon activation of the Service and conclusion of PLDT’s testing thereof based on PLDT’s parameters, PLDT will provide an Order Completion Notice (OCN) to the Customer. If, for any reason whatsoever, PLDT shall not hear from the Customer within five (5) days from date of endorsement of the OCN, PLDT shall assume that the service is working, deemed accepted and billable, as per the OCN. PLDT shall therefore take this as commitment on the Customer’s part to pay/settle necessary billing components/charges for the service(s) in accordance with the signed SOF consistent with these Terms and Conditions.
3. PLDT’s responsibility shall strictly relate to the Service as described in the SOF only. PLDT expressly waives liability for claims arising from internal hardware problems and software requirements of the Customer.

Payment Terms

1. Billing shall commence on the effective billing date indicated in the OCN, subject to Section 6.2 of these Terms and Conditions.
2. PLDT shall provide the bill for the Service through electronic mail. If a printed bill will be required by the Customer, an administrative charge may be imposed by PLDT to accommodate this request.
3. Payment must be remitted to PLDT within the stipulated due date as indicated in the bill or within thirty (30) calendar days from bill date.
4. Any amounts due hereunder that are not paid when due shall accrue interest at the rate of two percent (2%) per month from invoice date, until paid in full.

Contract Period

1. The Contract term shall be as indicated in the SOF which shall commence on the effective bill date of each Service. PLDT circuits and all components under the Service are co-terminus. If PLDT Service components are installed on the current circuit/s, the contract for the circuit/s is automatically extended according to the longest contract period of the Service components.
2. If PLDT does not receive any written termination advice from the Customer thirty (30) days before the end of Contract term, the Contract shall automatically renew for successive one (1) month term (“Renewal Term”) until either party terminates the Contract with thirty (30) days prior written notice. The same terms and conditions shall apply during the Renewal Term except that PLDT reserves the right to modify the applicable prices, subject to prior written notice to the Customer.

Cancellation of Order

1. In case of cancellation of order:
   1. After installation works have started but prior to acceptance of the Service, the Customer shall pay an Order Cancellation Charge equivalent to: (i) the sum of NRC, (ii) one (1) month MRC, (iii) 100% of third-party charges (Off-net), to compensate PLDT for the costs it incurred in the installation works.
   2. If the circuit is not accepted by the Customer after it has passed the Bit Error Rate (BER) and parameter testing, the Customer shall pay the cancellation charges as follows:
      1. 100% of the total contract value for the CPE
      2. 50% of the total contract value for the network service to compensate PLDT for the cost it incurred in the installation works,
      3. 100% of third-party costs/charges (Off-net)

Pre-termination of Contract

1. In case of pre-termination of Contract without fault on the part of PLDT:
   1. The Customer is required to submit a written notice at least thirty (30) calendar days prior to the date of circuit termination stating the reason/s for such request.
   2. Pre-termination charge equivalent to 100% of the remaining monthly recurring charges for the unexpired term will be imposed.
      1. 1. Total pre-termination charge shall be computed as follows:
      Total Pre-termination Charge = (No. of months remaining in the contract × Monthly Charge)
   3. The PLDT Service components are co-terminus with the main PLDT data service. As such, above pre-termination charges also apply.
   4. Upgrading / Downgrading of Service within the Contract term
      1. Upgrading within the Contract term is allowed, subject to an adjustment in the fees payable to PLDT for the upgraded Service. However, downgrading shall not be allowed within the Contract term for any circuit, CPE, Server, and PCs, unless the Customer pays pre-termination charges computed in accordance with the following formula:
      Pre-termination charge for Downgrade (On-net Segment) = (MRC under the original contract – MRC of the downgraded Service) x No. of months remaining in the original contract.
      Pre-termination charge for Downgrade (Off-net Segment, if any) = MRC of the Off-net segment x No. of months remaining in the original contract.
2. It is understood that the Customer is still obligated to pay the Monthly Recurring Charges for the downgraded Service for the remainder of the Contract term. There will be a new contract for the Off-net Segment.

Discontinuance of Service

1. PLDT has the option to discontinue the Service for non-payment of fees due to PLDT within the period provided for in the relevant bill for the Service. Subject to one (1) month prior written notice to the Customer and provided that the Customer continues to fail to pay the required amount despite such notice, PLDT has the option to discontinue the service for non-payment of the overdue account, as well as other accounts involving other existing PLDT services which, based on PLDT records, are maintained or owned by, or kept under the same Customer’s name. In the event of a discontinuance of such Services as specified in this Section 11.1, aside from the outstanding charges of the Customer due to PLDT, applicable pre-termination charges shall be imposed, subject to Section 10 hereof.
2. The basis for disconnection of Service will be the date after 15 days of the second (2nd ) Demand Letter.
3. These Services will not be used for any Voice Callback, or any form of Public Switched Telephone Network (PSTN) by-pass operation similar to that of an International Simple Resale or ISR (the “Unauthorized Use/s”).
4. PLDT RESERVES THE UNILATERAL RIGHT TO IMMEDIATELY TERMINATE/CANCEL THE SERVICE AT ANY TIME AND WITHOUT PRIOR NOTICE SHOULD PLDT FIND ANY UNAUTHORIZED USE AS DEFINED HEREIN OR THAT THE SERVICE OR ANY OF THE LINES ARE UTILIZED OTHER THAN FOR ITS SPECIFIED PURPOSE AND/OR IN ANY INSTANCE THAT PLDT FINDS THAT ANY OF ITS MATERIALS, WIRES, EQUIPMENT, AND DEVICES, RESOURCES AND EFFECTS ARE ACTUALLY BEING USED OR HAVE BEEN USED BY THE CUSTOMER BUT WITHOUT, HOWEVER, SECURING THE PRIOR WRITTEN CONSENT OF PLDT. PLDT ALSO RESERVES THE FURTHER RIGHT, AND ALSO WITHOUT PRIOR NOTICE, TO IMMEDIATELY DISCONNECT AND RECOVER ITS MATERIALS, WIRES, EQUIPMENT, AND DEVICES AND SUCH RESOURCES AND EFFECTS WHICH ARE FOUND TO BE ILLEGALLY CONNECTED AND/OR ATTACHED TO PLDT FACILITIES AND PROPERTIES WITHOUT THE KNOWLEDGE AUTHORITY AND/OR PRIOR WRITTEN CONSENT OF PLDT. FINALLY, PLDT RESERVES THE RIGHT TO COLLECT MONETARY COMPENSATION DUE T REVENUE LOSS OCCASIONED BY SUCH UNAUTHORIZED USE AND/OR OPERATIONS OR TO COLLECT FROM THE CUSTOMER LIQUIDATED DAMAGES IN THE TOTAL AMOUNT OF TWENTY THOUSAND US DOLLARS (USD20,000.00), WHICHEVER IS HIGHER. SUCH RESOURCES AND EFFECTS WHICH ARE FOUND TO BE ILLEGALLY CONNECTED AND/OR ATTACHED TO PLDT FACILITIES AND PROPERTIES WITHOUT THE KNOWLEDGE, AUTHORITY AND/OR PRIOR WRITTEN CONSENT OF PLDT. FINALLY, PLDT RESERVES THE RIGHT TO COLLECT MONETARY COMPENSATION DUE TO REVENUE LOSS OCCASIONED BY SUCH UNAUTHORIZED USE AND/OR OPERATIONS OR TO COLLECT FROM THE CUSTOMER LIQUIDATED DAMAGES IN THE TOTAL AMOUNT OF TWENTY THOUSAND US DOLLARS (USD20,000.00), WHICHEVER IS HIGHER.
5. Notwithstanding Section 8.1, the disconnection of the main PLDT data service will mean automatic disconnection of the Service components of all active SOFs, subject to Sections 9 and 10.

Force Majeure

1. PLDT shall not have any liability whatsoever or be deemed to be in default for any delay or failure in the performance under the Contract resulting from acts beyond its control, including without limitation, international system cable faults, acts of God, acts of nature, acts or regulations of any governmental or supranational authority, war or national emergency, accident, fire, lightning, riot, strikes, lock-outs, industrial disputes (whether or not involving PLDT’s employees) or epidemics.
2. In the event of service disconnection arising from force majeure, PLDT shall endeavor to restore services as soon as possible, subject to its discretion in the allocation of available resource

Indemnification

1. The Customer agrees to defend, indemnify and hold PLDT, its directors, officers and employees, free and harmless from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of applicable laws, regulations or these Terms and Conditions by the Customer (or any party using the Customer’s account, with or without the Customer’s permission, to access the Service); (b) the use of the Service or the placement or transmission of any message, information, software or other materials using the Service by the Customer (or any party using the Customer’s account, with or without the Customer’s permission, to access the Service); (c) negligent acts, errors, or omissions by the Customer’s (or any party using the Customer’s account, with or without the Customer’s permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with these Terms and Conditions, except to the extent that such liabilities arise from the act, negligence or willful misconduct of PLDT; or (e) claims for infringement of any intellectual property rights arising from the use of the Service, any software, or the Internet.

Limitation of Liability

1. In no event shall PLDT be liable for any loss of revenue, business opportunity or business advantage, loss of use, interruption of business, any indirect, incidental, special or consequential damages, even if PLDT has been advised of the possibility of such claims.

Acceptable Use Policy

1. The use of the Service for any activity that is contrary to laws, morals, customs or public policy or which violates any ordinance, decree, order or regulation, or affects, interferes with or disrupts the use of the Service by other parties or the manner by which PLDT provides the Service or any other services shall be deemed inappropriate use and shall be considered as a violation of the acceptable use of the Service under these Terms and Conditions (the “Acceptable Use Policy”).

Violation of Acceptable Use Policy

1. PLDT will respond appropriately in the event that it becomes aware of any Unauthorized Use or use of the Service in violation of the Acceptable Use Policy. PLDT and its various affiliates and partners reserve the right to monitor bandwidth, usage and content from time to time to operate the Service to identify violations of the Acceptable Use Policy, and/or to protect the network and PLDT users.
2. PLDT shall advise customers of inappropriate behavior and take any necessary corrective action. However, if the Service is used in a way which PLDT, in its sole discretion, believes is violative of the Acceptable Use Policy, PLDT may take any immediate responsive action it deems appropriate. Such actions include, but are not limited to, temporary or permanent removal of content and the immediate suspension or termination of all or any portion of the Service. PLDT shall not be liable for any such responsive actions and shall be without prejudice to any action available to PLDT under these Terms and Conditions, the law or in equity in order to recover any and all damage/s suffered by PLDT arising from the violation of the Acceptable Use Policy.
3. PLDT reserves the right to investigate suspected violations of the Acceptable Use Policy, including the gathering of information from the user or users involved and the complaining party, if any, and the examination of any information on PLDT’s servers and network. During an investigation, PLDT may suspend the Service of the Customer and the Customer hereby authorizes PLDT to cooperate with (i) law investigation authorities in the investigation of suspected criminal violations, and (ii) system administrators of other internet service providers or other network or computing facilities in order to enforce the Acceptable Use Policy. Such operation may include PLDT providing the username, IP address, or other identifying information about the Customer. Upon termination of an account, PLDT is authorized to delete any files, programs, data and e-mail messages associated with such account.

Data Privacy Policy (Refer to PLDT Global Website)

Conforme: