TERMS & CONDITIONS of USING NOVENTIQ DIGITAL PLATFORM
(NOVENTIQ SUBSCRIPTIONS)

1. Introduction

The name of Seller is Noventiq International Services Philippines Inc ("Company") having its registered office at 24th Floor Philam Life Tower, 8767 Paseo de Roxas, Brgy. Belair, Makati City 1227, Philippines. Herewith below are listed the general Terms & Conditions of the Agreement between the Parties. These Terms & Conditions apply to all products listed on Active platform ("Website"). They apply to all offers, agreements and e-delivery of products and supercede all other terms or representations whether oral or otherwise, unless explicitly agreed otherwise in writing by Noventiq.

User must read them carefully and make sure that understands them, before placing any order for any product(s) listed on the Website. Please note that the User is deemed to acknowledge and agree to be bound by these terms and conditions by clicking on the button marked "I Accept" at the end of these terms and conditions. If the User does not accept these terms and conditions, they must refrain from using the Website or placing any order for any product(s) from the Website.

2. Eligibility

Use of the Website is available to Legal entities who can form legally binding contracts under applicable law. Only Users who are "competent to contract" within the meaning of Philippine Civil and Commercial law or have been permitted or have taken legal action in order to legally enter into these Terms and Conditions, are eligible to use the Website. For avoidance of doubt, User’s access and placement of an order on the Website means unconditionally that the User shall be deemed a competent and authoirsed person and shall be bound by the terms and conditions herein.

3. Definitions

"Account" means an individual User account on the website through which the User can manage orders, monitor the status of invoices and also carry out other activities provided by the Company for the User registered on the website.

"Amendment" means a document that contains detailed conditions of granting of Licenses, the delivery of the Goods and / or the provision of Services, according to which the User may use any Software, to purchase Goods and / or Services. The Company is entitled, from time to time, to change, add or otherwise amend the Amendment or any part thereof at its own discretion without any limitations. The prevailing Amendment will be publishedd and updated on the website, and will apply and supersede all previous versions. The Amendment and any Amendments made thereto shall form an integral part of the relevant Order and Agreement and will be binding for both Parties of the Agreement. The Amendment is considered to be concluded and take effect upon acceptance of the order by the Company. Provided that the User shall have first made payment for the first Order that contains the conditions for the payment of the price of Licenses, Goods and / or Services, which is established in the corresponding Amendment. If the terms of the Amendment conflict with the terms of this Agreement, the terms of the Amendment shall prevail.

"Certificate" means unique keys, passwords, links and / or other information and materials through which the User has the opportunity to contact the Company and receive technical support from the Company for a certain period of time in accordance with the standard terms and conditions provided by the Company.

"Company" means Noventiq International Services Philippines Inc.

"Financial account" means the User's account that is used for the payment of Licenses, Goods and / or Services purchased.

"Goods" means Copies of Software, Hardware and / or Certificates that may be supplied to the User under this Agreement in accordance with the relevant Amendments and Orders accepted by the Company.

"License" means the right to use the Software which includes the right to run the Software located and operating on the hardware and software systems of the Company or of a person authorized by the Company accessing them via the Internet, or, if the Use of the appropriate Software requires its installation on the User's computer, by running and releasing the Software for its intended use, in accordance with the typical end-user terms and conditions provided by the Provider.

"Manual Order" means the User's purchase request sent by email to the Company. The manual order must include the quantity and products.

"Order" refers to an electronic document that the User submits to the Company through the Account by completing an interactive Order form that contains the type or name of the Software, Goods and / or Services that the User wishes to purchase, as well as the selected Rate Plan by the user.

"Order completion date" means the date on which (i) the appropriate access codes and / or passwords that allow the User to use the Software is provided by the Company to the User; and/or (ii) the Goods and / or Services are delivered by the Company to the User; and / or (iii) change in status of the corresponding Order in the Company's website to "Completed". Another procedure for determining the Order Completion Date may be set out in the relevant Amendment.

"Access Period" refers to the period for which the Services are subscribed - as specified in the Nomenclature description/ or Tariff of the Online Service (1 month (1 Month), 1 year (1 Years, 1Y), 3 years (3 Years, 3Y)).

"Payment" means the effective transfer/remittance of subscription/service/consumption charges/due payments for the Software Licenses, Goods and/or Services purchased as stated in the invoice issued by the Company and/or in the billing section on the website, by the User to the Company’s authorized bank account. The payment terms stated in the invoice or the billing section on the website includes the list of subscriptions, licences, goods and/or services purchased, the amount of consumption and the invoice’s/billing’s due date. If the User does not make payment for the invoice/billing before the due date, the Company has the right to suspend the subscription access and/or use of the Company’s products and/or impose late payment interest.

"Personal Data" means the information used to verify the User's identity or which can be used for verifying the User, including but not limited to the User's name, nationality, telephone number, address or registered office address, banking and credit card information, e-mail address, Picture images, identification card number, juristic person registration number, taxpayer identification number, biometrics, ethnics, date of birth, marital status and religion.

"Provider" means a person or legal entity that has the exclusive rights of the Software and / or is owner of the Web Services and / or is manufacturer of the Goods.

"Rate Plan" or "Tariff" means the terms and conditions of acquisition of Licenses, Goods and / or Services published on the Website that describe the functionality, period of validity, Price (or method to calculate the price) and other characteristics of the License, Goods and / or corresponding goods or services. The Company has the right to change the Rate Plan at its own discretion.

"Reporting period" means the period defined in the relevant Amendment.

"Services" means the provision and / or registration of access to web services and / or other services, a list of which is published on the website.

"Software" means software for a computer system, comprising all the necessary software components that make it possible to carry out specific tasks.

"Terms of Agreement": This Agreement is to be read together with the relevant Amendments, including the provisions of the sublicense agreement, the supply agreement and the service agreement concluded by the Parties in regards with provision of Licenses, delivery of Goods and/or provision of Services respectively. The Company is entitled, from time to time, to change, add to or otherwise amend this Agreement or any part thereof at its own discretion without any limitations. The prevailing terms of Agreement will be updated on the website, which apply and supersede all previous versions.

"User" refers to the legal entity that creates an Account on the Website for the purpose of placing orders.

"Web services" refers to the systems, services or software platforms whose use and accessibility are provided to the User through the Internet information and telecommunications network on the basis of this Agreement and its Amendments.

"Website" (also referred to as "Active platform" or "Digital platform") means the information system of the Company published on the Internet at https://ph.subs.noventiq.com/, which, among other things, contains:

• information about the list of software, services and products and related amendments;
• Current Company price rates, on the basis of which the Company's compensation is calculated under this Agreement;
• the order form that the user uses to submit the order.

In order to improve the operation of the Website and the proper fulfilment of the obligations under this Agreement, the Company has the right to carry out technical and preventive work on the Website without the prior approval of the User. During the execution of the work, the resources of the Website may not be available to the User.

4. Subject of Agreement

4.1. The Company undertakes to provide the Licenses, Goods and/or Services to the User on the basis of the accepted Orders, and the User undertakes the obligation to accept and pay for the Licenses, Goods and/or Services in accordance with this Agreement and the relevant Amendments.

4.2. The name, validity period, as well as the price, or the methods for calculating the prices of Licenses, Goods and / or Services, shall be determined on the basis of the Rates (Prices) Plan selected by the User and indicated in the Order placed by the User in electronic form through the Account on the Website, based on the information required for the Order in relation to the relevant Licenses, Goods and/or Services.

5. Terms of use of the Website

5.1. During the term of this Agreement, the User places Orders on the Website through the registered Account, access to which shall be provided to the User on the basis of information specified in the questionnaire filled out by the User on the Website to create the Account.

5.2. To access the Account, the User shall be provided with authorization data: login and password, which shall be used only by authorized employees of the User and not be transferred to any third parties. The User is solely responsible for maintaining the confidentiality of authorization data of the Account.

5.3. The rules for using the Website are described in the technical manual available to download and review at: https://docs.noventiq.com/ph-en. By accepting this Agreement, the User agrees with the above rules and agrees to be bound by them. The Account is allowed to be used by the User exclusively during the term of this Agreement and for the purposes to place, process and complete the Orders, as well as managing the existing Orders.

5.4. The parties have determined and acknowledge that the information and data recorded and contained in the User’s Account, including the date and time the Order is placed by the User, the contents of the Order, the selected Rates, the name and number of Licenses, Goods and/or Services, confirmations about which are sent to the User by the Company, the date and time of confirmations, are reliable and shall be deemed the proper confirmation of the facts and information recorded by the Account and the Website.

5.5. The Information which the User has provided to the Company, as required, for using the Web Services is accurate and precise, non-misleading, up-to-date, and complete. User also warrants that User is responsible for maintaining and keeping its information at all times up-to-date and shall notify the Company within a reasonable period of time if there are any changes to the information in order to maintain the information to be accurate, precise, non-misleading, up-to-date and complete during the whole period of validity of present Terms and Conditions. User agrees that the Company will treat the User's information as accurate, precise, non-misleading, up-to-date and complete. User acknowledges that if the aforesaid information is inaccurate, unprecise, misleading, not up-to-date and incomplete in any way, the Company has the right (but is not obliged) to terminate the User’s Terms and Conditions of Usage of the Web Services at any time without further notice.

6. Order placement procedure

6.1. In case it becomes necessary to obtain Licenses, Goods and/or Services, User’s authorized representative places the Order to the Company. By completing the contact form, the User’s authorized representative ensures and undertakes the full responsibility on behalf of the User, that the entered data truly identifies them as an Authorized representative of the specified User (Legal entity). It is sole responsibility of the User to ensure that only duly authorised Users employees are granted access to the Website.

6.2. By placing the Order in the Account, the User confirms that they are acquainted with and accept the relevant Amendments in relation to the items ordered by the User entering into force at the time the Order is placed. Amendments are posted in electronic form on the Website and shall be an integral part of this Agreement (and will apply to the relevant Order(s)).

6.3. In an event that, for providing Services, Software License and/or Goods, the Provider requires the User to provide certain information or fill out registration forms (hereinafter referred to as the Registration Information), such Registration Information will be requested from the User through the Website at the moment of placing the Order in the Account, or the Company will send such a request to the email address of the User specified in his Account. Orders that are required with the Registration Information at their placement, are not processed by the Company until the User provides the complete and accurate Registration Information. The Company is not liable for losses that may occur to the User due to the provision by the latter of a doubtful or inaccurate information when filling out the Registration information (in particular, due to providing of an incorrect email address, or incorrect data about the User’s company for registration of the License, the Product and/or Service, and also in other similar cases).

6.4. The Company does not guarantee that the Rate selected by the User and the corresponding Amendments will not be changed by the time the Registration Information is provided by the User.

6.5. Within 15 (fifteen) business days after receipt of the relevant Order, subject to the provisions of paragraph 6.3. of the Agreement, the Company reserves the right to accept or reject an order.

6.6. If it is impossible to place the Order by the User through a personal account on the Website, for reasons related to technical problems in the operation of the Website, orders signed by an authorized person must be sent by The Customer under a manual order to the Company’s email address philippines@subs.noventiq.com.

6.7. The parties specifically agree that the Company will not accept the User's Order (refuses to accept the Order) if:

6.7.1. The User does not correspond to the status required for the acquisition of the relevant Software Licenses, Goods and/or Services that the Provider requires (for example, the License for educational organizations cannot be acquired by organizations that are not such, etc.);

6.7.2. in relation to the User and/or its affiliates, the Provider has established sanctions and/or other restrictions on the sale of Licenses, Goods or Services;

6.7.3. The User has not provided or provided with incorrect Registration information.

Additional restrictions may be established by appropriate Amendments.

7. General conditions for the provision of Licenses, Goods and Services

7.1. Detailed procedure for the provision of Licenses, Goods and Services is indicated in the relevant Amendments.

7.2. The Company warrants that it possesses all legal grounds for providing the User with Licenses, Goods and Services under this Agreement.

7.3. The User warrants that at the time of placing the Order they are competent and aware about the functionality of the Software, Goods and/or Services provided for in the relevant Order and the contents of the Amendment. The User bears all the risks of compliance and suitability of the indicated Software, Goods and/or Services for his specific requirements, wishes and needs. The Company shall not be liable for any losses or damages incurred by the User as a result of improper use or inability to use or unsuitability of the use of the Software, Goods and/or Services arisen not through the fault of the Company. The User understands and acknowledges that from the moment the Company accepts the corresponding Order, the User is not entitled to refuse to accept the License, Goods and/or Services, except when such refusal is established by the imperative provision of the applicable law.

7.4. The Name of the Service, Access Period, as well as the Price, (or the procedure for calculating the price) of the Services are determined on the base of the Tariff (Rate Plan) selected by the Customer and is indicated in the Addendum to it, signed in the manner provided and based on the information required to accept an order in relation to the relevant Web services.

7.5. Customer confirms that if, during the Access Period, refuses to comply with the T&Cs in general or in relation to a specific Web Service, they (the Customer) are obliged to reimburse Noventiq for the Price due for the full length of Access Period, reduced by the remuneration actually paid by the Customer by that date. The specified due price are subject to payment by the Customer within 5 (five) business days from the date of the Customer refusal to comply with the Terms or any other breach detected thereof (including non-payment).

7.6. In case of a payment delay by the Customer for any Service, Noventiq has the right to suspend the provision of the Services until full payment is made. In this case, access to the Online Services will resume after 3 (three) business days from the date of receipt of the payment in Noventiq's bank account.

7.7. The Customer understands and agrees that as of the Date of Access of registration for the corresponding Online Service, Noventiq has the right to administer these Online Services acquired by the Customer. The right to administer is granted to the Noventiq in order to provide the Customer with technical support and management of the Online Services. The Customer is aware, that he has the right, at any time to revoke the administration rights from Noventiq on their own, or by sending a written notification signed by an authorized person of the Customer.

7.8. During the selected Access Period, the Customer is NOT allowed to reduce the quantity (number) of licenses.

7.9. At the inception of the Access Period, the Customer has the right to refuse to use the Online Service (to cancel the order) ONLY WITHIN THE SAME WORKDAY of order placement to Noventiq.

7.10. During the Access Period, the Customer has the right to increase the number of users who require access to the Online Service by sending an additional order to the Noventiq. Services for providing access to an additional number of users, for the period remaining until the end of the Access Period, are considered to be provided to the User from the Date of registration of access by additional order. The Company's remuneration for an additional order is calculated based on the prices in effect on the Access Registration Date for the Access Period. The additional services related to the relevant Additional order, are considered to be provided in full, and the obligation on the part of the Noventiq to be fulfilled, from the Date of registration of access.

7.11. Certificate of Provision of Services (Act of acceptance) in relation to the Access Period with selected monthly payment, is issued monthly after the expiration of the relevant Reporting Period.

7.12. Subject to compliance by the User with the obligations stipulated in this Agreement, Licenses, Goods and / or Services under the relevant Orders shall be provided by the Company within the time periods indicated in the relevant Amendment.

7.13. The Company provides the User with accompanying:

• Support for Software Licenses which are provided under this Agreement, and for Web Services;
• Services in respect of which are provided, regarding the functionality of the Software, Web services, their installation, activation, access and configuration;
• Order placement for Software, Goods and / or Services;
• Changing the number of users of existing Licenses / Services (increasing or decreasing) and terminating active Licenses/Services;

Support shall be provided in consulting form by the Company's specialists upon request by the User from Mondays to Fridays from 9:00am to 6:00pm by phone or e-mail.

7.14. If at the time of granting the Licenses, Goods and/or Services specified in the agreed Orders, the Provider initiates any change of the policy of their distribution, the User shall unconditionally accept the changes introduced by the Provider. These changes will be reflected by the Company in new versions of the relevant Amendment or by amendment(s) made to the Amendment (recommend this be changed to Attachment).

7.15. User shall not assign, transfer, sell or sublet the rights obtained under this agreement or any obligations arising hereto, in whole or in part, to any other party without Company's prior consent, provided that the consent shall be given at the Company’s sole discretion and without any other conditions. Any such assignment or transfer shall be void and unenforceable. The Company is free to assign, in whole or in part, any rights or obligations to any third party as part of the sale of all or material parts of the assets or shares of the Company, or as a part of a merger.

7.A. Microsoft Specific Conditions for the provision of Licenses, Goods and Services

For all purchased Licenses or subscribed Cloud Services, the Customer agrees to Terms and Conditions of Microsoft Customer Agreement(s) and General Microsoft End Customer T&C's.

The Customer undertakes to ensure the annual (where applicable) acceptance of the Microsoft Agreement (the current version is always available on the website https://www.microsoft.com/licensing/docs/customeragreement by an authorized personnel of the Customer. Customer must submit by official means the details of their Authorized personnel (Name, date, e-mail address) to Noventiq by e-mail. If it is necessary to make amendments to the data of Customer's Authorized personnel, the Customer shall notify Noventiq within 5 (five) days from the date of the change of t by sending a notification to Noventiq e-mail address listed above

8. Payment procedure

8.1. Prices, Rates and Price lists used by the Website may be established in various currencies, depending on the Provider’s and Company’s pricing currency conditions.

8.2. Charges will be calculated using the Prices, Rates and Price lists in the Website in US Dollar. All payments under this Agreement will also be made in US Dollar.

8.3. The provision of Licenses, Goods and/or Services under this Agreement is carried out solely on the basis of payment by the User strictly within the Payment terms approved by the Company.

8.4. The remuneration of the Company for providing the User with Licenses, Goods and/or Services is determined by the Rates selected by the User and also maybe indicated by the company on a Commercial Proposal (Offer, Quotation).

8.5. The provision of the Products does not include applicable taxes, which will be based on the current legal regulations of the country and will be included in the final invoice.

8.6. Payment by the user of the services purchased on the Website must be made by bank transfer to the Company's account no later than the payment due date listed on the invoice and/or before the expiry of the Payment term approved by the Company.

8.7. Invoices will be issued by the Company based on User Orders. In the event that the User does not pay the invoice within the established payment term and once additional 5 (five) days of grace have elapsed after the due date, the Company may unilaterally cancel the invoice, and the corresponding Amendment will not be considered concluded.

8.8. The Parties acknowledge and agree that in the event of a dispute regarding the volume and/or time of the provision of the Services, the actual use of the Software in the corresponding reporting period, the determining and unconditional indications of the volume and term of the provision of the Services and the use of the Software, will be the Indications (parameters) as shown on the Website.

8.9. If the User detects any discrepancies between the Website Indications (Parameters) and the User’s internal systems, the User must immediately inform the Company about this in order to identify the reasons and eliminate the discrepancy. If the Company does not receive within 5 (five) business days from the date of the end of the corresponding Reporting period, the User’s notification regarding possible discrepancies, The Indications (Parameters) are considered to be recognized and confirmed by the User without dispute.

8A. Value added Tax ("VAT") or Similar Sales Tax

The Company shall provide invoices or billings with VAT or any applicable tax in accordance with Philippine legislation, and respectively the User is liable for payment of VAT or any applicable tax in addition to the subscription/service/consumption charges/dues for the License, Goods and/or Services purchased.

9. Liability

9.1. The Parties are liable for non-fulfilment or improper fulfilment of their obligations under this Agreement and/or Amendment.

9.2. In case of default or failure in performing of obligations under this Agreement and/or Amendment by either Party, the non-defaulting Party may claim indemnification only for direct damage. Parties shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Website, it’s services or this User Agreement.

9.3. The Company assumes no liability whatsoever for any monetary or other damage suffered by User on account of the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Website; and/or any interruption or errors in the operation of the Website.

9.4. Subject to applicable law, in no event shall Noventiq International Services Philippines Inc. or its directors, officers, employees, shareholders be liable to the user with respect to use of the Website or any damage that results from mistake, omissions, interruptions, errors, defects, viruses, delay in operations or inability to use the Website or any of its features.

9.5. Without prejudice to the generality of the section above, the total liability of the Company arising out of this Agreement be it in tort or contract is limited to the value of the product ordered by user.

9.6. Penalty shall not be imposed if the failure of the Company to fulfil its obligations hereunder was due to breach of obligations by any third Party.

9.7. The Company is not liable for non-fulfilment or for inadequate fulfilment of the obligations under this Agreement caused by suspension, restriction or termination of distribution of the Software, Goods, Services, including but not limited, with the decision of the Provider on removal of the Software, Goods from production (distribution) or their modification or modernization, or with establishment of the export bans and restrictions according to the legislation of any jurisdiction applicable to the Software, Goods and/or Services or the introduction by the Provider of economic and other sanctions (inclusion of the Company or the User and/or their affiliates in the sanctions list of the country where the Provider is located and / or other similar circumstances). In that case the Company has the right to complete the relevant Order partially or to not fulfil the Agreement without any liability of the Company.

9.8. In the event the User fails to make payment for the invoice or billings before the due date, the Company has the right to unilaterally refuse to execute the relevant Amendment, Order and/or Rate by notifying the User thereof at the e-mail address specified in the Account.

10. Disclaimer of Warranty

The software licenses activated for the user through Website is supplied on the basis of "as is" and "as available" without any representation, warranties or conditions of any kind, unless expressed explicitly.

11. Force majeure

11.1. The Company shall not be liable for partial or full failure or improper fulfilment of their obligations if such failure was due to force majeure circumstances, i.e. circumstances which could not be prevented or foreseen. Such circumstances include: natural disasters, pandemic, military actions, the adoption by government bodies or local governments of regulatory or enforcement acts like lockdown, including export prohibitions and/or other restrictions issued before or after the conclusion of this Agreement by legislation of any jurisdiction and applicable to the subject of this Agreement and/or the Provider and/or the end user of the subject of this Agreement, and other actions beyond the reasonable foresight and control of the Company.

11.2. In case of commencement of force majeure circumstances, the term of fulfilment of obligations hereunder by the Company shall be prolonged in proportion to the period of effect of such circumstances and their consequences, and in case of impossibility or inexpediency to determine such a period the Parties can mutually terminate this Agreement by written notice and without any claims to each other save and except for any antecedent breach of this Agreement.

12. Dispute resolution procedure

12.1. In the event of any disputes or disagreements between the Parties in relation to this Agreement, the Parties shall discuss to resolve the dispute and/or disagreement upon the receipt of written notification of either party which is to be made within five (5) working days of happening of any such event . The Parties undertake to resolve the dispute and/or disagreement in a complaints procedure. The timeline for responding to a claim made by one party against the other party is 10 (ten) business days from the date the written claim is received by the other Party.

12.2. If the Parties do not reach agreement concerning the issues presented in the complaint procedure, both Parties agree to settle such disputes, arguments, and claims by the justice courts of Phillipines.

13. Anti-corruption conditions

13.1. During the period of validity of this Agreement, the Parties, and their directors, officers, employees, agents or representatives and affiliates shall not pay, offer to pay or any other way promote the payment the funds or values directly or indirectly to any third parties in order to affect and/or influence their actions and/or decisions or to receive any unlawful benefits or advantages (hereinafter "Corruption offences"). Corruption offences shall include, but not limited, actions, as giving bribe, taking bribe, extortion or inducement of taking bribe, improper influence, commercial bribery, money laundering, and any other actions.

13.2. Each party shall undertake not to directly or indirectly condone or encourage the employees and contractors of other Party, government officers and other persons which have a direct and/or indirect relation to performance of this Agreement to commit corruption offences.

13.3. The Parties shall not allow the circumstances when the personal interest of the Party’s directors, officers, employees, agents or representatives, affiliates and/or contractors may have negative influence to the performance of this Agreement and/or cause damages to interests of any of the Parties herein (hereinafter "Competing interests").

13.4. The Parties shall undertake to build their businesses and relationship with third parties in compliance with this Section and shall require such observance from their employees, affiliates, suppliers, clients and other contractors.

13.5. Each Party shall endeavour to inform the other Party in a timely manner of any Corruption offences or Competing interests arises that have become known to the Party, directly or indirectly related to this Agreement or its execution, as well as of all circumstances indicative of the threat of such Corruption offenses or Competing interests in future.

14. Term

14.1. This Agreement comes into force from the moment of its acceptance by the User and shall be valid until its termination in accordance with the terms of this Agreement and/or Amendment. Upon termination of the Agreement for any reason, its provisions will survive termination and shall apply to govern the relations of the Parties and all the consequences of termination as provided shall prevail.

14.2. Without prejudice to the User’s payment obligation, either Party has the right to unilaterally terminate this Agreement with 30 (thirty) calendar days written notice.

14.3. For avoidance of doubt, termination of this Agreement shall include the termination of the respective Amendments..

15. Unavailability of the Website

In order to improve the operation of the Website and the proper performance of obligations under this Agreement, the Company is entitled to carry out technical and preventive work on the Website without prior approval from the User. During the execution of the work, the resources of the Website may not be available to the User.

16. Governing Law

This agreement shall be governed and construed in accordance with the laws of Republic of the Philippines without regard to its choice of law provisions and shall be subject to the exclusive jurisdiction of the courts of Republic of the Philippines.

17. Data Protection

17.1. The User agrees to the Company collecting and storing its personal data given by the User on the Company’s Webiste platform and agrees to its use by the Company in accordance with the Company’s Privacy Policy including but not limited to collecting and compiling the statistics, advertising, marketing, providing services, improving and developing the Company's services and sending communications such as electronic newsletters, or notices. The Company uses personal information with various affiliated companies and business partners of the Company, provided that these affiliated companies and business partners will only use personal information as set forth in these Terms and Conditions of Using the Services.

17.2. The Company has the policy to respect User privacy. The Company agrees not review, amend or disclose User personal information. unless the Company deems it is necessary to comply with the laws or the orders of the government agencies or to prevent and protect the rights or assets of the Company, or to enforce the Terms and Conditions of Using of this Service or to protect the interests of other users without further notice to User.

However, User may send an e-mail to notify the Company to update or amend User personal information.

17.3. User is responsible for maintaining the confidentiality of User password and account, and responsible for all activities that occur under their password or account even if such activity is done by other person who has accessed to their account through User’s password.

17.4. The Company considers User’s personal information provided in the Company's services as valuable asset to be protected. The Company uses the standard methods to maintain the security of User personal information, but nothing in the Service is guaranteed to be completely safe. Therefore, the Company hereby makes no representations or warranties whatsoever that the Company has adequate security measures and the contents displayed in the Service will be safe. In the event that User’s personal information is stolen by electronic means (hacking), lost or damaged due to force majeure, or resulted from any breach of security measures by any person, or caused by the Company's technical shortcomings, or for other reasons whatsoever. The Company reserves the right to deny the liabilities from all incidents aforementioned herein.

17.5. The User warrants that he has read and understood the Company’s Privacy Policy at the Company’s website (https://noventiq.ph/agreements/subcriptions) and hereby confirms and agrees to the same.

18. Notices

The Company may notify via the website or by sending an e-mail to the recorded e-mail address of the User, or made in written letter and sent to the recorded address of the User. When a notice has been sent to either of the aforementioned channels, the notice will be deemed validly delivered and received, regardless of who receives such notice on behalf of the User, it shall be deemed that the User has duly received such notice.

User can send a notice to the company by using the registered mail to the Company's registered office according to the contact information displayed on the website or via E-mail Address: philippines@subs.noventiq.com.

19. Severability

All rights and restrictions contained in this Agreement may apply and shall be effective and binding only to the extent that such restriction does not violate any applicable law, and having the intent that is limited to the extent necessary to not cause this Agreement to become unlawful, invalid or unenforceable. If any provision or any part of the provisions of this Agreement is unlawful, invalid, or unenforceable in accordance with the order of the justice court of competent jurisdiction, the Parties hereto agree that the remaining provisions or parts will remain enforceable.

20. The accuracy or completeness of the information

On some occasions, the information on the website may have some errors such as misspellings, inaccuracies of the information. or omissions at certain points that may be relevant to the sales promotions and offers. The Company reserves the rights to correct any errors, inaccuracies, or omissions, and in making changes as to update the information, or cancel any purchase order if any information displayed on the website or related services is inaccurate at any time without serving prior notice to User (including after User has submitted any purchase order). The Company has no obligation to update, amend or clarify about the information displayed on the website which includes but is not limited to the price rates, unless it is required by the law. There will be no date or date of any change be determined on the website or other related services when any amendment or update is made to the information.

21. Amendment and Revision

The Company may amend the terms and conditions of the Agreement at any time and such amendments will come into effect when the Company posts the announcement on the website. User are obliged to regularly check and review the Terms and Conditions of the Service whether there is any revision or not. If the User continues to use the Service after the amendment made to the Agreement, it shall be deemed that the User agrees to be bound by such amendment, regardless of whether the User has checked or reviewed any amendments made to these Terms and Conditions of the Service or not.

 

Services available on NOVENTIQ DIGITAL PLATFORM (WEBSITE)

TERMS AND CONDITIONS OF WEB SERVICES in Microsoft Cloud

Online Service Terms Online Service Terms
Terms of Acceptable Use Online Services Use Rights
Online services SLA Online Services SLA
Microsoft Customer Agreement https://www.microsoft.com/licensing/docs/customeragreement

The User is responsible to the Company and the Seller for the violation of this condition in the form of reimbursement of the losses incurred by the Company and the Seller.

The Provider and its affiliates do not provide technical support for accessing the web services provided to the User.

CSP:

• Subscription Type: refers to the type of annual or monthly contracting and the frequency of monthly or annual payment as agreed in the offer issued by Noventiq which is part of this agreement. User can enable or disable auto-renewal in User Panel, see instruction in the following link. This renewal refers to the next year period for both annual and monthly subscriptions.
• The cut-off date is stipulated according to the table mentioned below. The client must inform via email in case of any change in the number of users, no later than the 10th day before the cut-off date. Otherwise it will be automatically renewed for the same amount and existing payment option.

A) For annual subscriptions, the User can increase the number of licenses at any time. The decrease and suspension are not available for a period of one year. The client must inform by email philippines@subs.noventiq.com in case of decrease in the number of users for the future year at the latest on the tenth day before the expiration date.

B) For monthly subscriptions, the User can increase / decrease / suspend the subscription at any time.

• Frequency of Payment.

(i) Monthly: the user will make the payment month by month for the quantities consumed related to the invoice.
(ii) Annual: The User will make a payment for the entire year, that is, 12 months or the proportional of months until the anniversary or renewal of the product subscription. In case of increases, additional products will be invoiced.

• Subscription’s cancellation.

(i) Monthly: cancellation can be managed by User. See instruction in the following link.
(ii) Annual: The User must place an order through the email philippines@subs.noventiq.com.

Any requirement not contemplated or described in this contract must be in writing and will be paid to the Company additionally according to the respective price.

AZURE: Conditions and procedure for providing the service.

• Microsoft offers a new mode of acquisition of Azure, denominated "Azure Plan". This modality requires Noventiq to be granted permissions as "Support Request Collaborator", this level of access will allow Noventiq to provide the necessary support in case it is necessary to make an escalation to Microsoft by creating tickets.
• It should be noted that the User may remove administrative privileges from Noventiq at any time, however, after revoking the privilege Noventiq will not be able to provide the level of service necessary for any problem, other benefits may also be affected.
• The list of AZURE Services for which NOVENTIQ provides the Services, the rules for their collection are found on the website of the Copyright Holder at the address: http://azure.microsoft.com
• To use the AZURE Services, the User has access to the Provider's online Website located at https://Website.azure.com (hereinafter, the provider's Accounting System), through which the User independently chooses the AZURE services for use and manages the use.
• The list of AZURE services actually used, their price, is recorded on the website and will be billed by NOVENTIQ at the end of each Report period in accordance with the terms and conditions of the commercial offer. The amounts due to NOVENTIQ in the corresponding billing period will be calculated based on the actual use of the AZURE Services by the User.
• The user accepts the AZURE service consumption generates a monetary commitment which depends exclusively on its use, which is expressly accepted and acknowledged.
• The User independently manages the volume of use and controls the level of actual use of the AZURE Services in the provider's Accounting System and on the Website.