TERMS AND CONDITIONS

CONTRACT DOCUMENTS
 

• ​The following documents shall, by this reference, constitute as the contract between Philippine Long Distance Telephone Company (PLDT). or its assignee ("SERVICE PROVIDER") and the CUSTOMER for the provision of the services described below (the "Contract"):

  • ​Application Form with the CUSTOMER's written conforme, which contains the commercial terms of the Contract; and

  • This RED Fiber Terms and Conditions ("Terms").
    
    In case of any conflict in the interpretation of the provisions of the aforementioned documents, the provisions of the Terms shall prevail.
     

SERVICE
 

• ​SERVICE PROVIDER shall provide the CUSTOMER with Broadband Services ("SERVICE") under the terms and conditions of the Contract. The SERVICE: (i) shall enable communication and exchange of information between involved sites through the infrastructure/ network provided by SERVICE PROVIDER; (ii) shall be limited to delivering telecommunications access based on the recommendation of SERVICE PROVIDER, and (iii) shall not include CUSTOMER-based network applications such as, but not limited to, data storage, hosting, security, managed services, computer programs, etc.

• The SERVICE shall be provided in accordance with the service parameters and specifications provided in the Application Form signed by CUSTOMER and approved by SERVICE PROVIDER and under this Terms, provided said Application Form conforms to the stipulations of this Terms. Any change in such service parameters and specifications and adjustments of the fees and charges shall be agreed upon by the Parties in writing.
   

SERVICE FEES, CHARGES, AND PAYMENT
 

• For the SERVICE under the Contract, the CUSTOMER shall pay SERVICE PROVIDER the following:

  • Monthly Recurring Charge ("MRC"). The MRC shall be in the amount of the chosen plan in the Application Form. The CUSTOMER shall pay SERVICE PROVIDER the MRC on or before the due date indicated in the Statement of Account. The CUSTOMER hereby agrees that the Statement of Account shall be provided through email ("eBill") and acknowledges that the eBill shall suffice to demand payment on or before the stated due date therein.

  • Advance Payment. Prior to each SERVICE activation, the CUSTOMER shall pay SERVICE PROVIDER an Advance Payment in an amount equivalent to a one-month MRC, plus Value-Added Tax ("VAT"), which shall be applied to the last month prior to termination of service; and

  • Security Deposit. Prior to each SERVICE activation, the CUSTOMER shall pay SERVICE PROVIDER a Security Deposit in an amount equivalent to one-month MRC, excluding VAT, which shall serve as security for any loss, damage, or expense that SERVICE PROVIDER may incur as a result of damage to Customer Premises Equipment ("CPE") without the fault of SERVICE PROVIDER or for failure of the CUSTOMER to return the CPE to SERVICE PROVIDER at the termination of the Contract. The Security Deposit shall be refunded within sixty (60) calendar days from the termination of the SERVICE and SERVICE PROVIDER's receipt of written advice from the CUSTOMER requesting for the return of such Security Deposit, and after its clearance of any arrears, damage to equipment, expenses, and losses subject to the deduction of the Security Deposit.

• If the CUSTOMER fails to pay SERVICE PROVIDER any of the amounts provided in this Section 3 and such failure shall have continued for more than thirty (30) calendar days, the CUSTOMER shall be liable to pay SERVICE PROVIDER a two percent (2%) one-time surcharge on the total outstanding balance. Upon the lapse of sixty (60) calendar days from the applicable due date, and payment still has not been made, the account shall be subject to a one percent (1%) monthly interest until paid in full.

• Upon the CUSTOMER's failure to make any payment as indicated herein and such failure shall have continued for more than fifteen (15) calendar days from the applicable due date, SERVICE PROVIDER, at its discretion, may disconnect the SERVICE. Restoration of the SERVICE shall be done upon payment by the CUSTOMER of all amounts due and outstanding plus the applicable Reconnection Charges as defined below. The restoration shall be done within twenty-four (24) hours from said payment.

• In case of temporary disconnection of the SERVICE, the CUSTOMER shall pay Reconnection Charges in the amount of Five Hundred Pesos (Php500.00).

• For any concerns on any Statement of Account, the CUSTOMER must bring the same to the attention of SERVICE PROVIDER within thirty (30) calendar days from receipt of the applicable billing invoice. Otherwise, the billing invoice shall be considered valid and final.​​
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TAXES
 

• ​Taxes assessed, levied, or may be imposed by the government upon the Contract, such as but not limited to VAT and Documentary Stamp Tax ("DST") shall be for the account of the CUSTOMER.

• If applicable, the CUSTOMER shall submit to SERVICE PROVIDER a Certificate of Creditable Tax Withheld at Source (BIR Form 2307) for every amount withheld corresponding to the applicable withholding taxes within the period provided by law. If no such Certificate of Creditable Tax Withheld at Source is presented to SERVICE PROVIDER within the period provided, the CUSTOMER shall remit to SERVICE PROVIDER the amount so withheld to enable SERVICE PROVIDER to declare the same to the Bureau of Internal Revenue ("BIR") and accordingly remit the applicable withholding tax.
   

RESPONSIBILITIES OF CUSTOMER
 

• CUSTOMER shall provide access pass and necessary permit allowing designated employees and representatives of SERVICE PROVIDER to access the CPE for purposes of conducting necessary installation, inspection, maintenance, or repair activities. The delay or failure to provide the foregoing shall excuse SERVICE PROVIDER from any and all liability in relation to the time or schedule of providing the SERVICE.
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RESPONSIBILITIES OF SERVICE PROVIDER
 

• ​SERVICE PROVIDER shall provide, arrange, and be responsible for the maintenance and repairs of all its telecommunications equipment installed at the Termination Point. Accordingly, maintenance and repairs of such equipment, including replacement thereof, for the maintenance of the SERVICE and to meet the agreed parameters and specifications pertaining thereto, shall be done upon arrangements by SERVICE PROVIDER. However, if the repair shall be due to the misuse, negligence, or fault of the CUSTOMER, it shall be the CUSTOMER who shall bear the cost of the same.
   

CONTENT RESTRICTIONS AND GUIDELINES 
 

• The CUSTOMER shall not use any part of the SERVICE to transmit or post any content which may be defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance, harassment, or inconvenience to any recipient (e.g., junk mail, spam, chain letters, solicitation).

• The CUSTOMER shall not allow the use of the SERVICE or any portion thereof in the transmission, distribution, storage, or use of any content which may give rise to civil liability or constitute violation of any applicable law, rules and regulations, or infringement of rights of any party including, but not limited to, such party's intellectual property or confidentiality rights.

• The CUSTOMER shall not permit the use of the SERVICE or any portion thereof to transmit or distribute any content that contains viruses, worms, trojans, time bombs, cancelbots, or any other harmful, damaging, or destructive programs.

• The CUSTOMER shall not attempt unauthorized access to any part or component of the SERVICE, the network of SERVICE PROVIDER, or any third-party network to which the CUSTOMER can connect to through the SERVICE, directly or otherwise, which may cause disruption or violation of regulations, policies, or procedures of such networks.

• The CUSTOMER shall be responsible for the use of the SERVICE for any content stored, transmitted, or disseminated therein. The CUSTOMER represents that the user of the SERVICE has obtained the necessary authorities, licenses, permits, and rights to store, transmit, post, or make available such content.

• The CUSTOMER understands that using the SERVICE may open exposure to third party content that may be defamatory, offensive, indecent, objectionable, or illegal.

• SERVICE PROVIDER, at its discretion, may deny access, remove, or modify any content (which the CUSTOMER may store, transmit, or make available through the SERVICE, or any portion thereof, or on any website) that may be defamatory, offensive, indecent, objectionable or illegal, or may have infringed any party's intellectual property rights, without notice to the CUSTOMER.

• SERVICE PROVIDER shall not be held liable for the accuracy, reliability, integrity, legality, or quality of any third-party content, product, or service which the CUSTOMER may access, store, use, or acquire through the SERVICE.

• SERVICE PROVIDER shall not be held liable for any loss, corruption, destruction, or alteration of any content owned or made available by the CUSTOMER or any other party. The CUSTOMER shall be solely responsible for providing back-up and archival copies of content stored or disseminated using the SERVICE.

• ​The CUSTOMER shall protect, defend, indemnify, and hold SERVICE PROVIDER, its directors, officers, employees, and agents free and harmless from and against any and all liability, damages, losses, actions, or suits arising from the CUSTOMER's violation of the Content Restrictions and Guidelines under this Section 7.
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MAINTENANCE
 

• SERVICE PROVIDER shall immediately inform the CUSTOMER of any abnormalities in the SERVICE, or when repair or maintenance works have to be conducted requiring temporary suspension of the SERVICE.

• A monthly and quarterly preventive maintenance may be done by SERVICE PROVIDER to ensure continuous provision of the SERVICE. Accomplished service reports may be provided upon request of the CUSTOMER by such maintenance personnel as may be designated by

• SERVICE PROVIDER whenever installation, maintenance, and repair activities are performed in connection with the SERVICE.
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SERVICE ACCEPTANCE
 

• Upon SERVICE PROVIDER's installation of the SERVICE, the personnel deployed to install (Installer) shall send a notification certifying that the SERVICE meets all specifications and complies with test standards. Thereafter, SERVICE PROVIDER shall commence billing.​

• Any misconfiguration on the CUSTOMER's network or incompatibility of equipment or network element of the CUSTOMER to the CPE of SERVICE PROVIDER which could possibly result in the CUSTOMER's failure of application testing shall not be construed as inability of SERVICE PROVIDER in providing the SERVICE as long as the parameters of test standards are met.
   

CONTRACT TERM
 

• The Contract shall take effect upon execution of the Parties and shall continue to be effective during the Contract Term provided in the Application Form.

• The Contract Term shall be considered automatically extended under the same terms and conditions on a month-to-month basis unless terminated by either Party by giving written notice to the other at least thirty (30) calendar days before the intended date of termination. Any new terms and conditions agreed upon by the Parties must be made in writing. The provisions of the original Contract shall remain valid until a new contract is executed.

• The Contract may likewise be terminated upon breach by any Party of the terms and conditions hereof, provided that a written notice is served to the Party-in-breach and such Party-in-breach failed to remedy the same within forty-five (45) calendar days from receipt of such notice.

• In case of cancellation of the SERVICE or any part thereof after installation work has started but prior to the commencement of the provision of the SERVICE, the CUSTOMER shall pay SERVICE PROVIDER seventy percent (70%) of the total amount of MRC for the duration of the Contract Term, unless the cancellation is due to SERVICE PROVIDER's failure, without valid reason, to provide the SERVICE as committed, except when such failure is outside the control of SERVICE PROVIDER or is caused directly or indirectly by other parties or by the CUSTOMER itself. Nothing herein shall prevent SERVICE PROVIDER from exercising such other remedies available to it under the law.

• In case of pre-termination of the Contract or cancellation of the SERVICE or any part thereof after SERVICE PROVIDER has commenced to provide the SERVICE, the CUSTOMER shall pay SERVICE PROVIDER either the total remaining MRC for the unexpired portion of the Contract Term or reimburse SERVICE PROVIDER the actual cash-out expenses incurred in the provisioning and installation of the SERVICE, whichever is higher.

• Cancellation or pre-termination of the Contract under Sections 10.3 or 10.4 hereof entitles SERVICE PROVIDER to forfeit any Advance Payment and Security Deposit paid by the CUSTOMER, without prejudice to such other remedies available to SERVICE PROVIDER under the law.

• Upgrading of the SERVICE within the Contract Term is allowed, subject to an adjustment in the fees and charges. However, downgrading shall not be allowed within the Contract Term unless the CUSTOMER pays downgrade charges computed based on the difference of the MRC under the original Contract less the MRC of the downgraded SERVICE to be multiplied by the number of months of the unexpired portion of the Contract. The CUSTOMER shall pay the MRC of the downgraded SERVICE for the remainder of the Contract Term.

• Upon signing of the Application Form, installation of the SERVICE may be put on hold only upon written approval of SERVICE PROVIDER and upon payment by the CUSTOMER of a suspension charge to be agreed upon by the Parties in writing. In no case shall the suspension of installation works exceed a period of ninety (90) calendar days from the approval of the CUSTOMER of the Application Form. After such ninety (90) calendar days, the SERVICE shall be deemed cancelled and the provision in Section 10.3 hereof shall apply.

• In the event the SERVICE or any part thereof is cancelled or pre-terminated, any equipment or facility owned by SERVICE PROVIDER within the premises of the CUSTOMER may be withdrawn by SERVICE PROVIDER. Should the CUSTOMER withhold such equipment, it will be liable for damages in an amount equivalent to three (3) times the value of the equipment withheld.
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SERVICE PARAMETERS AND LIMITATION OF LIABILITY
 

• SERVICE PROVIDER is committed to deliver and maintain its SERVICE with service availability of 90%. SERVICE PROVIDER's Network Operations Center shall handle communications between its customers and various technical levels within SERVICE PROVIDER on a 24-hours/7-days a week basis. SERVICE PROVIDER shall not be liable to the CUSTOMER for losses, damages, or expenses, including indirect, consequential, or special damages, such as loss of revenues or other economic gain or opportunity, even if SERVICE PROVIDER has been advised of the possibility of such claims.
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DISCLAIMER
 

• ​SERVICE PROVIDER reserves the right, at any time, to add to, change, update, or modify these terms and conditions as the needs of the SERVICE may require.
   

OWNERSHIP OF PROPERTY
 

• ​All facilities and equipment used by SERVICE PROVIDER in providing the SERVICE under the Contract shall remain as property of SERVICE PROVIDER. SERVICE PROVIDER shall, at any time, be allowed access to the CUSTOMER's premises for the inspection of such facilities and equipment or any other legitimate purpose.

• All intangible network resources associated with the SERVICE as provided by SERVICE PROVIDER for the CUSTOMER, such as but not limited to, IP addresses, virtual LANs, domain names, and hosted email accounts shall remain the property of, and shall be withdrawn by, SERVICE PROVIDER at the expiration or termination of the Contract. For purposes hereof, the CUSTOMER agrees to fully cooperate with SERVICE PROVIDER to facilitate the withdrawal of mentioned network resources.
   

FORCE MAJEURE
 

• ​A Party 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 SERVICE PROVIDER's employees) or epidemics.

• In the event of service disconnection arising from force majeure, SERVICE PROVIDER shall endeavor to restore the SERVICE as soon as possible, subject to its discretion in the allocation of available resources.
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ADJUSTMENT OF RATES
 

• ​In case of adjustment in rates for the SERVICE, SERVICE PROVIDER shall serve a written notice containing said proposed adjustment to the CUSTOMER. Upon conformity by the CUSTOMER, the adjusted rates shall take effect in the next billing cycle.
   

DATA PRIVACY
 

• ​Both Parties acknowledge that "Personal Information" and "Sensitive Personal Information" shall have the meaning ascribed to them under Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, and its implementing rules and regulations, and that they are referred to collectively as "Personal Data". Further, both Parties acknowledge that SERVICE PROVIDER is the Personal Information Controller as defined in the same law.

• The CUSTOMER permits SERVICE PROVIDER, its affiliates, and subcontractors to collect, process, record, store, and/or disclose Personal Data in order to undertake activities relevant to the provision, maintenance, enhancement, and termination of the SERVICE. The CUSTOMER further permits that SERVICE PROVIDER, its affiliates, and subcontractors to process the CUSTOMER's Personal Data to provide the CUSTOMER information about SERVICE PROVIDER's programs, service offerings, and any other programs or promo. Except as provided in the foregoing, SERVICE PROVIDER shall not disclose, process, transfer, or make Personal Data of the CUSTOMER available to any third party, including any government agency or instrumentality without prior written consent of the CUSTOMER.

• SERVICE PROVIDER shall take all necessary and appropriate measures to ensure that the processing of Personal Data of the CUSTOMER are safe against unauthorized access or against unlawful and accidental loss or destruction.

• SERVICE PROVIDER shall, at all times, maintain the availability, integrity, and confidentiality of Personal Data of the CUSTOMER received, obtained, or gathered in the course of the performance of its obligations under the Contract, and shall process any and all Personal Data of the CUSTOMER solely for the purpose of effectively fulfilling its obligations set forth herein.

• SERVICE PROVIDER acknowledges that the CUSTOMER has the right to withdraw the consent previously given at any point of processing and that, if this right is exercised, the processing of the service application must be discontinued.
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MISCELLANEOUS PROVISIONS
 

• ​Amendment – SERVICE PROVIDER reserves the right, in its sole discretion, to amend any of the provisions of this Terms to take effect five (5) days from notice to the CUSTOMER, through whatever means, including posting in the RED Fiber website. The continued use and availment of the SERVICE shall give the undisputed presumption that the CUSTOMER agrees and undertakes to adhere to such amendments.

• Cessation of Rights and Obligations – Upon termination of the Contract, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued as of the date of termination, (ii) any right or obligation which survives the termination, and (iii) any right or remedy which a Party may have under the law.

• No Partnership or Other Relationship – No provision of the Contract shall be construed as creating any form of partnership, agency, joint venture, or any other relationship not expressly stipulated herein.

• Governing Law and Regulatory Authority – The Contract shall be governed, construed, and enforced in accordance with the laws and applicable rules and regulations of the Republic of the Philippines. The Contract shall likewise be subject to the terms and conditions of the authority granted to SERVICE PROVIDER by pertinent regulations / orders / decisions / licenses / permits of the National Telecommunications Commission ("NTC").

• Entirety of Contract and Prior Contracts Superseded – The Contract, including attachments, constitutes the entire contract and understanding between the Parties with regard to the SERVICE. The Parties are not bound by or liable for any statement, representation, promise, inducement, understanding, or undertaking of any kind of nature (whether written or oral) with regard to the subject matter hereof not specified herein. The Contract supersedes and replaces all prior or contemporaneous discussions, representations, contracts, and undertakings, oral or written, signed or unsigned, between the Parties with regard to the subject matter hereof.

• No Third-Party Beneficiaries – This Contract is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any person, corporation, association, or entity other than the Parties herein, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors and permitted assigns.

• Assignment and Change of Name, etc. SERVICE PROVIDER reserves the right to assign or transfer its rights, interests, and obligations under this Contract upon providing written notice to the CUSTOMER. The CUSTOMER shall not assign or transfer any of its rights, interests, or obligations under this Contract without the prior written approval of SERVICE PROVIDER. Any assignment or transfer by the CUSTOMER shall only be valid upon the written approval of SERVICE PROVIDER and shall remain subject to all the terms and conditions of this Contract.

• Waiver – Any delay or leniency by either Party in the exercise or enforcement, in whole or in part, of any right, remedy, or duty provided in the Contract shall not constitute a waiver of any prior, concurrent, or subsequent right, remedy, or duty under the Contract or applicable law.

• Severability – If any provision of the Contract is held to be invalid, illegal, or unenforceable, the remaining unaffected provisions shall not in any way be impaired, and the invalid, illegal, or unenforceable provision will be restated or amended to reflect the original intention of the Parties.

• Warranties and Representations – The Parties represent and warrant to each other that: (i) they are duly authorized to sign the Contract, or any amendment or supplement thereto; (ii) all requisite authorizations, approvals, permits or consent to make the Contract or any amendment or supplement thereto valid and enforceable have been obtained; (iii) the Contract constitutes their legal, valid, and binding obligation, enforceable in accordance with its terms;; (iv) they have not paid, agreed to pay or caused or permitted to be paid either directly or indirectly, in any form to any director, officer, employee or agent of the either Party any commission, percentage or contingent fee payment or other benefit of any kind in connection with the Contract; (v) they have not withheld any material information from each other. "Material information" is one where, had a Party known of such fact at any stage of the negotiation, signing and execution of the Contract, it would not have entered into the Contract; (vi) the entry into and performance by them of the obligations and/or the transactions contemplated by the Contract does/do not conflict with any existing law, order, rule or regulation applicable to them.

• Headings – The descriptive headings of the various articles and sections of this Terms have been inserted for convenience or reference only and are not controlling in the interpretation or construction of this Terms.

• Multiple Counterparts – The Contract may be executed in two (2) or more counterparts, whether executed on paper or electronically, each of which when so executed and delivered is deemed an original but all such counterparts together constitute one and the same instrument.
  
  The Parties may sign the Contract and store, view, and use the executed copy by electronic means subject to confidentiality and related obligations under the Contract. The Parties (i) agree that the electronic copy of the executed agreement is and shall be deemed an original document and shall have the same force and effect as if a paper original of the Contract had been delivered and signed using a handwritten signature, (ii) intend to be bound by their electronic signatures on this Contract, and (iii) hereby waive any defense to the enforcement of the Contract based on its electronic form.

• Venue and Attorney's Fees – In case of litigation, the Parties agree to submit themselves solely to the jurisdiction of the courts of the City of Pasig, Metro Manila, to the exclusion of all other courts. In the event a Party (hereafter the "Injured Party") to this Contract shall take judicial action in order to enforce any of its rights hereunder, the other Party, if found liable (hereafter the "Party-at-Fault"), shall pay the Injured Party reasonable compensation for attorney's fees which shall not, in any event, be less than twenty percent (20%) of the principal claim or Fifty Thousand Pesos (P50,000.00), whichever is higher, in addition to all direct and incidental costs of suit.

• Dispute Resolution and Arbitration – Any dispute, controversy, or claim arising out of the Contract, or the breach, termination or invalidity thereof, shall be settled amicably by the Parties within ninety (90) calendar days from the date notice is received by the proper party of the existence of any dispute, controversy, claim or breach. If the Parties shall fail to amicably settle the dispute within the 90-day period, it shall be finally settled by arbitration in accordance with the provisions of the Philippine Arbitration Rules. The place of arbitration shall be conducted in English by three (3) arbitrators in Metro Manila, Philippines.
  
  The Parties agree that if a Party is held by the arbitral tribunal to be in violation, breach, or non-performance of any of the terms of the Contract, such party shall promptly pay the other party all costs of such action or suit, including reasonable attorney's fees. Nothing in the Contract shall prevent the Parties from applying to a court of a competent jurisdiction for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the dispute.