May 20,2020

Mr. Antonio M. Del Prado

SM Seaside Cebu
SM PRIME HOLDINGS INC.

Dear Mr.Del Prado,

Thank you for considering PhilCom as your telecommunications partner. We are proud to serve your data/internet connectivity
requirements via our exclusive fiber network in Metro Manila. Please note that the validity of our offer is up to thirty (30) calendar days
from the above date.

Abstract of Service and Investment Fees

Service / BW Provision of 2 Core Dark Fiber Rental

Complete Address SM Seaside Complex Cebu

Monthly Recurring Charge Php 20,000.00

(VAT Ex)
One Time Charge
(VAT Ex) Waived
Service Delivery Lead Time 30-45 working days
Contract Term 24months

For any clarifications, please feel free to reach the undersigned. Should our proposal merit your approval, kindly affix your
signature on the space provided in order for us to begin our implementation.

Thank you very much.

Submitted by :

Sigrid M. Valencia
OIC, Relationship Management

Approved by:

Kristine D. Gamboa
SM Facing Unit
Philippine Global Communications, Inc.

This conforme serves as our company’s Approval on the Abstract of Service and Investments Fees. This service proposal is subject to the
Terms and conditions of the Service Agreement specified in Annex A.

Signature: Date:

Name: Designation:
 ANNEX A
Service Agreement

1. PhilCom Responsibilities
● Planning, Installation and Activation of Service
● Proposed Network Diagram and Scope of Work
● Securing of permits, licenses and approvals which are necessary in provisioning the Service
● Service Order Welcome Letter
● Service Provisioning Completion Report
● Telewelcome Notice – Customer Information Sheet
2. Customer Responsibilities
● Regulated 220 VAC power source;
● Proper grounding facilities for all equipment attached to PHILCOM facilities and maintain security for the equipment;
● Proper ventilation for the standard equipment, to meet engineering specifications;
● Required power supply including UPS or generator set system to ensure continuous link operations; and
● Permit allowing designated employees and representatives of PHILCOM to access the premises where the Service/s is/are
to terminate for purpose of conducting survey, installation, inspection, and maintenance or repair activities, when required.
● Ensure that no other equipment is introduced into the installation site which will interfere with the Service.
● Acceptance of the proposed network diagram and scope of work
● Acceptance of Service Provisioning Completion Report after the 7days standard testing period
● Strict compliance on the terms and conditions, as stipulated
3. VAT and other applicable taxes shall be imposed on the customer unless the customer is exempt from paying such taxes.
4. Application for the service. Approval of applications shall be at Philcom’s sole discretion. PhilCom shall process customer’s
application for service, only if the subscription documents specified in the Abstract of Service and Investment Fees are completely
furnished to Philcom. The customer may be required to provide other documents, as needed.
5. For new installation, the Customer is given a 7-days testing period upon circuit activation and equipment installation to test its
applications and corrective actions, if necessary. After the said period has ended, start of billing shall commence accordingly. Any
CPE and/or facilities not installed, operational or otherwise available for use shall not be sufficient ground for Customer not to
sign the Testing Acceptance.
6. Testing Criteria - A standard 1 hour RFC testing will be conducted for DPL/DLL circuits while bandwidth test via www.speedtest.net
will be conducted for IDA circuits. Should Philcom comply with the criteria specified above, the Customer shall sign Philcom’s
Service Provisioning Completion Report.
7. Contract Term is indicated in the Abstract of Service & Investment Fees Section and shall start from the Start of Billing. This
Agreement shall be renewed automatically for one (1) year under the same terms and conditions unless terminated by either
party. Either party must submit a written notice to the other at least 30 days before the intended date of termination. Should the
Customer request a permanent service disconnection, a 30-day advance notice shall be made and duly acknowledged by Philcom.
8. Cancellation of Service: Where the service is cancelled by the Subscriber after installation work has started or has been completed
before service commences, the Subscriber shall be liable to pay PHILCOM a penalty fee equivalent to one month’s service charge
plus the actual cash-out expenses incurred by PHILCOM in preparation for the activation of the Service.
9. Downgrade or any form of rate reduction is not allowed within the specified Contract Term.
10. Should the Customer decide to pre-terminate the Contract before the expiration of the initial contract term, the Customer shall
pay pre-termination charges pertaining, but not limited to, the Monthly Recurring Charge equivalent to the remaining number of
months in the Contract Term.

11. PHILCOM shall provide the Subscriber with a monthly statement of account (SOA) to be paid on or before the date stated therein.
The Subscriber may opt to pay its account in United States Dollars at the exchange rate set by the Bangko Sentral ng Pilipinas.
The statement of account shall be conclusively presumed to be correct unless the Subscriber notifies PHILCOM in writing of any
error therein within ten (10) days from the receipt of the statement otherwise all objections thereto shall be deemed waived.
Information regarding the outstanding balance of the Subscriber may also be obtained through PHILCOM’s
business office. Thus, notwithstanding the non-delivery of any bill, the Subscriber shall still be liable for the payment of the
outstanding balance on the advised due date.
12. If payment is not received on or before the payment due date, a 3% surcharge shall be applied on the total outstanding balance.
Philcom reserves the right to temporarily disconnect the circuit or hold additional installation without need of prior court
approval, upon written notice to the Customer, and without any liability to Philcom. Accounts with 60days past due shall be
subject to temporary disconnection. Reconnection of circuit shall effect within 24 hours only upon receipt of all payment due.
Non-payment by the Subscriber of the monthly charges for a continuous period of two (2) months or for any material breach of
the Subscriber’s obligations herein which remains unresolved after thirty (30) days from receipt of notice from PHILCOM
regarding such breach shall be conclusively presumed to be a case of pre-termination by the Subscriber and subject to the

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 aforementioned charges and penalties. In case the Service is discontinued or terminated for any reason, all unpaid bills,
applicable fees and penalty charges shall immediately become due and demandable, without prejudice to the right of
PHILCOM to bill the Customer by way of supplementary bills for charges that it discovers after such termination and final billing.
If the Customer fails to pay the pre-termination charges and penalties, the same shall be subject to interest at the rate of three
percent (3%) per month, compounded monthly, until fully settled.
13. The Subscriber shall only use the Service and the equipment and facilities connected therewith for legitimate business purposes
in accordance with its representations to PHILCOM. The Subscriber shall not use the Service for illegal purposes, unauthorized
voice over internet protocol or by-pass, international simple reselling (ISR) or in a manner which would be detrimental to the
business of PHILCOM. The Subscriber shall be responsible for keeping the equipment supplied for the Service in good order and
condition. Ownership of the equipment remains with PHILCOM.
14. PHILCOM reserves the right to disconnect the Service, and shall not in any way be held liable, either temporarily or permanently
and without need of notice, due to the following instances:
● unauthorized transfer of equipment and/or facilities;
● linking unauthorized connections to the Service which is illegal and/or harmful to PHILCOM’s network;
● emission of signals harmful to or interfering with PHILCOM’s network;
● subscription fraud discovered after approval of the application;
● use of the Service for any illegal purpose or for obstruction of justice;
● bankruptcy or similar economic predicaments;
● Transfer of place of business without notifying PHILCOM; and other similar causes.
15. Service Level Commitments
Philcom hereby guarantees compliance with the following performance parameters:

i. Agreed Circuit Availability

If Last Mile is : Metric
Wireless (Radio) 99.5%
Fiber 99.95%
99.98% (redundant circuit)

Compliance by PHILCOM of the committed percentage of SLA shall be measured on a monthly basis and equivalent to the
difference between the circuit available time and circuit unavailable time or “Fault” divided by the circuit available time. Circuit
availability shall be computed by multiplying the actual number of days for a given month by twenty-four (24) hours. Circuit
unavailability excludes scheduled service maintenance, defects or malfunctions in the network/equipment of the Customer or
that of its clients which are interfaced with the said Service. Thus:
PERCENT AVAILABILITY = CIRCUIT AVAILABLE TIME – FAULT CIRCUIT AVAILABLE TIME

ii. Procedure on Reporting Fault/s

Upon the occurrence of trouble, The Customer should report via Philcom Customer Service Hotline at +632-8451101 or +632-
816-2851, or send an email to helpdesk@philcom.com. PHILCOM Customer Service shall open a trouble ticket and relay the
trouble ticket number to the Customer. PHILCOM Customer Service shall then initiate and coordinate diagnostic testing and
trouble isolation activities to determine the source of the problem. PHILCOM Customer Service shall apprise the Customer every
hour concerning the progress of restoration activities. Status updates may be undertaken via phone, SMS, or email.com. Once
the service has been restored, the PHILCOM Customer Service Representative shall advise Subscriber of the restoration of the
service. Upon receipt of advice from PHILCOM, the Customer shall have thirty (30) minutes to confirm the same and, upon
confirmation, the Fault shall be deemed to have been cleared, and the trouble ticket closed, as of the time that the Customer
was notified by PHILCOM. If Customer fails to respond within the thirty (30) minute period, the Fault shall be deemed to have
been cleared as of the time that Subscriber was first notified by PHILCOM.

iii. Scheduled Service Maintenance

Scheduled service interruptions shall not be counted as Faults. Scheduled service interruptions include two (2) categories: (1)
maintenance by PHILCOM and/or its Third Party Providers of the Service Circuits; and (2) maintenance of the hardware or
software in the node of PHILCOM or its Third Party Providers. PHILCOM shall, within a reasonable amount of time, notify
Subscribers prior to the actual implementation of any scheduled service interruption.

iv. Rebate Policy

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 PHILCOM shall grant Subscriber corresponding rebates in the payment of its monthly recurring charges. However, rebates shall
not be granted in cases where the interruption is directly attributable to the equipment supplied, provided or installed by
Subscriber or its clients or due to force majeure (acts of God or public enemy, fire, flood, storms or other exceptional weather
conditions, earth station sun outage or natural catastrophes, any law, order, regulation, statutory direction or action of any
government, or of any department, agency, commission, bureau or other instrumentality thereof, or of any civil or military
authority; national emergencies; insurrections; riots or war; strikes, terrorist attacks, lockouts, work stoppages, or other labor
difficulties, willful interference by third parties, and other causes or acts commonly comprehended in such term), or other factors
which are beyond PHILCOM‘s control or which are not attributable to PHILCOM‘s fault or negligence. PHILCOM’s liability to
Subscriber for the occurrence of Faults shall only be solely to the extent of extending rebates to its monthly recurring charges.
PHILCOM shall not be held liable or responsible for claims of damages arising from loss of profit, loss of goodwill, loss of business
opportunity or other similar matters due to the occurrence of Faults.

Only Faults that lasts for a minimum of one (1) hour shall be granted rebates. The rebate schedule shall be in accordance with
the table below.

AMOUNT TO BE CREDITED = Amount per Hour x Circuit Unavailable Time

Where :
Amount per Hour = Amount per Day/ 24 hours
Amount per Day = Monthly Recurring Charge (MRC) / No. of days on a given month

v. Mean Time to Respond (MTTR)

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