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1. Contract Documents

a. The following documents shall, by this reference, form integral parts of the agreement between EDGE CLOUD and the Customer for the provision by EDGE CLOUD of the EDGE CLOUD Managed Cloud Solution (the “Service”):
(1) Proposal with Customer’s written conforme, which contains the commercial terms of the Contract (“Proposal”); and
(2) This EDGE CLOUD Managed Cloud Solution Terms and Conditions (“Terms and Conditions”) herein collectively referred to as the “Contract”.
b.In case of any conflict in the interpretation of the provisions of the aforementioned documents, these Terms and Conditions shall prevail.

2. Use of Online Services

a.Right to use. We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.
b. Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.

3. Customer Responsibilities

The Customer shall have the following responsibilities for the proper installation, operation, and maintenance of the Service:
a. Ensure proper and stable internet connection to access EDGE CLOUD’s Managed Cloud compute, backup repositories and Disaster Recovery resources.
b. You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.
c.Ensure all third-party software and application systems must have proper licenses, are all up to date and well maintained.
d. EDGE CLOUD will not be liable for any third-party software or applications that the customer has installed in the virtual cloud servers.
e.Ensure that it and its representatives shall not give account passwords to other parties that will cause any unauthorized access in the future. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our Edge Cloud support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
f. Provide its own additional protection to its computing system against external attacks/hacks Like Firewall or Antivirus. In the event of such occurrence, it is the Customer’s responsibility to investigate the matter with the proper assistance of EDGE CLOUD or its subsidiaries and/or affiliates.

g. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Edge Cloud to you or to any third party. Edge Cloud does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law

4. Applicable Prices and Taxes

a. Prices quoted are based on initial design/configuration presented and may be subject to change depending on the final configuration determined during the meeting. EDGE CLOUD shall inform the Customer of any change in the network & system configuration and seek prior approval for any change in price from the original proposal as a result of the difference between the design/configuration presented and the actual configuration. Should the Customer not approve the change in initial design/configuration and price, EDGE CLOUD and the Customer shall negotiate to achieve a mutually acceptable solution.
b. Unless otherwise indicated, the prices quoted in the Proposal are inclusive of the 12% Value Added Tax (“VAT”).
c. For Customers claiming tax exemptions, the necessary exemption certificates and/or documents shall be submitted prior to installation of the Service.
d. In addition, the price shall be subject to fulfillment by the Customer of the special conditions (if any are specified in the Proposal) pursuant to which EDGE CLOUD offered such price. Non-fulfillment by the Customer of such special conditions shall entitle EDGE CLOUD to amend the price of the Service.

5. Provisioning And Lead-Times

Provision and activation of the Service shall be based on the mutually agreed Ready For Service (“RFS”) date as indicated in the Proposal. The projected provision and activation lead time can also be determined based on the Customer’s request.

6. Delivery of Cloud Resources; Acceptance of the Service

a. Upon delivery of the Compute, Backup Repositories, Disaster Recovery Resources & any credentials to the Customer’s Cloud Tenancy, the Customer shall acknowledge receipt of the given Resources.
b. Upon activation of the Service and conclusion of EDGE CLOUD’s testing thereof based on EDGE CLOUD’s parameters, the Customer shall cause its duly authorized or designated representative(s) to sign EDGE CLOUD’s Customers Acceptance Form (“CAF”). If, for any reason whatsoever, EDGE CLOUD shall not hear from the Customer or receive the signed ASF within seven (7) days from date of endorsement of the form, EDGE CLOUD shall assume that the Service is working, deemed accepted and billable. EDGE CLOUD shall therefore take this as commitment on the Customer’s part to pay/settle necessary billing components/charges for the Service as set forth in the Proposal.
c. EDGE CLOUD’s responsibility shall strictly relate to the Service as described in the Proposal only. EDGE CLOUD expressly waives liability for claims arising from internal server problems and software requirements of the Customer.

7. Payment Terms

a. Billing shall commence one (1) day after the acceptance of this agreement or on the date following the mutually agreed Service delivery date.
b. The full amount stated in the Billing Statement shall be paid by the Customer on or before the due date stated therein except in case of force majeure, the said payment of the full amount shall automatically be extended until the said force majeure shall have ceased to exist.
c. EDGE CLOUD has the option to provide the Billing Statement for the Service using any media available such as, but not limited to, electronic mail, or printed bill sent through courier or mail.

8. Contract Period

a. The Contract term shall be based on the signed application form from the date of activation of the Service (“Contract Term”).
b. If EDGE CLOUD does not receive any written termination advice from the Customer sixty (60) days before the end of Contract Term, the Contract Term shall be deemed automatically renewed for a period equivalent to the original Contract Term.

9. Cancellation of Order:

a.Should the Customer cancel the service after provisioning (Initial setup of the Customers Virtual Private Cloud/ VPC, Backup Repositories, DR & other Cloud Resources) but prior to acceptance of the service the Customer shall pay 1 month of the total Contract value of the proposal and P5,000.00 to compensate EDGE CLOUD for the costs incurred by it in the provisioning works.
b. After provisioning and Service has been accepted, the Customer shall pay the standard Pre-termination charges as stated in Section 9.

10. Pre-termination of Contract

a. In case of pre-termination of Contract without fault on the part of EDGE CLOUD:
(1) The Customer is required to submit a written notice at least sixty (60) calendar days prior to the date of circuit termination stating the reason/s for such request.
(2) Pre-termination charge equivalent to the unexpired portion of the term of the contract will be imposed.
(3) An optional de-provisioning charge (Removing of the VPC Resources, exporting and sending all relevant backups, data and information back to the Customer) amounting to a 1-month recurring charge if the Customer wants EDGE CLOUD to help them retrieve all their Cloud Data.
(4) Total pre-termination charge shall be computed as follows:
Total Pre-termination Charge = (No. of months remaining in the contract x MRC) + De-provisioning Charge (Optional)

b. A Subscription having a pay-as-you-go Term may be terminated anytime without any termination fee.

11. Discontinuance of Service

a. EDGE CLOUD has the option to discontinue the Service because of the Customer’s failure to pay the fees due under paragraph 7 except when the said failure to pay was due to force majeure. 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, EDGE CLOUD has the option to discontinue the Service for non-payment of the overdue account, as well as other accounts involving other existing EDGE CLOUD services which, based on EDGE CLOUD records, are maintained or owned by, or kept under the same Customer’s name. Aside from the outstanding charges of the Customer due to EDGE CLOUD, applicable pre-termination charges shall be imposed, subject to Section 9 hereof, except in case of force majeure in which case the said outstanding charges and pre-termination charges shall not apply.
b. The basis for disconnection of Service will be the stipulated due date in the billing statement.
c. EDGE CLOUD reserves the unilateral right to immediately terminate/cancel the Service at any time and without prior notice should EDGE CLOUD find any Unauthorized Use or find that the Service or any of the resources provided therefor are utilized other than for their specified purpose and/or in any instance that EDGE CLOUD finds that any of its cloud servers are installed with a non-licensed software, used it for illegal activities like hacking, pornography and others which have been used by the Customer but without, however, securing the prior written consent of EDGE CLOUD. EDGE CLOUD also reserves the further right, and also without prior notice, to immediately shutdown and removed the illegal cloud servers from the platform.
d. In addition to having the Service temporarily/permanently disconnected, the Customer shall likewise be liable to pay pre-termination charges computed in accordance with Section 9.a.

12. Force Majeure

a. EDGE CLOUD and the Customer shall not have any liability whatsoever or be deemed to be in default for any delay or failure in the performance of its obligations under the Contract resulting from acts beyond its control, including without limitation, international system cable faults; acts of God, acts of nature, such as, but not limited to, typhoon, flood, landslide, earthquake, tsunami, lightning, a natural disaster of overwhelming proportions; acts or regulations of any governmental or supranational authority; war; national emergency; accident; fire; riot; strikes, lock-outs, industrial disputes (whether or not involving EDGE CLOUD’s employees); epidemic or pandemic.
b. In the event of disconnection of Service arising from force majeure, EDGE CLOUD shall Endeavor to restore the Service as soon as possible, subject to its discretion in the allocation of available resources.