TERMS AND CONDITIONS SERVICE AGREEMENT
These terms and conditions of the service agreement and the information contained on the front of this document, referred to as the Service Agreement, together constitute the "Agreement," entered into by the signatory of the Agreement, declaring to be duly authorized and acting on behalf of a legal entity, hereinafter referred to as "the Client," and FIBERLINK, a corporation established under Panamanian law, registered under Folio 155711843 of the Mercantile Section of the Public Registry of Panama, Republic of Panama.
The Client and FIBERLINK, hereinafter "the Parties," agree to enter into this Agreement with the general conditions described on the front of the document and under the terms and conditions detailed below.
1. DEFINITIONS
"Service" refers to the contracted service as described on the front of this document. FIBERLINK commits to providing the Service to the CLIENT according to the technology's usage and availability. "Equipment" includes terminal equipment, routers, switches, telephone terminals, cabling, and any other technological element installed or used for the installation and provision of the Service under the Service Agreement, all owned by FIBERLINK. "Network" refers to the points of presence, network nodes, cables, equipment, computers, and any other technical element used for data transport, owned by FIBERLINK or a FIBERLINK Provider. "Contract" refers to the document that describes the Service on the front of this document and the terms and conditions contained herein, both of which are defined as the Contract. "Service Term" refers to the duration specified on the front of this document, called the Service Agreement, which begins on the Service Activation Date; the notification and date of such activation are integral parts of this Contract. "Provider or Providers" refers to the entity that supplies a service or products to FIBERLINK to complete the delivery of the service.
2. PRICES
The Client will pay FIBERLINK the Service price as agreed on the front of this document, called the Service Agreement. FIBERLINK may require a security deposit during the contract term. FIBERLINK will bill the Client monthly for the Service price and the corresponding taxes.
3. DURATION
This Contract will take effect upon service activation, with its duration specified on the front of this document. The Client and FIBERLINK acknowledge and accept the service contract's term. If the Client requests early termination, they agree to pay FIBERLINK all outstanding amounts and the fixed charges for the remaining months as a penalty. The Client also agrees to cover installation costs, equipment, providers, labor, and third-party services that may incur financial liabilities for FIBERLINK due to early cancellation. The Client acknowledges using FIBERLINK's service in their commercial processes and is aware of Executive Decree No. 46 of June 23, 2009, which regulates Law No. 45 of October 31, 2007, stating that natural or legal persons who acquire or use goods or services for production, transformation, commercialization, or service provision to third parties are not considered consumers.
4. CONTRACT RENEWAL
The contract will automatically renew under the same conditions unless the Client provides written notice of termination 30 days before the contract’s expiration.
5. ASSIGNMENT
The Client may not resell, transfer, or assign this Contract, its annexes, or the services provided by FIBERLINK, in whole or in part, without prior written consent from FIBERLINK.
6. NOTIFICATIONS
For all purposes, FIBERLINK's address shall be considered to be the address indicated on the last invoice sent to the Client. The Customer's address will be considered to be the address indicated by the Customer on the front of this document. In the event of a change of address, the Customer must notify FIBERLINK in writing within fifteen (15) calendar days of the change of address. Any notice in connection with this Agreement shall be in writing and shall be sent by e-mail or personal delivery to the party's address.
7. PAYMENT
For all purposes, FIBERLINK's address shall be considered to be the address indicated on the last invoice sent to the Client. The Customer's address will be considered to be the address indicated by the Customer on the front of this document. In the event of a change of address, the Customer must notify FIBERLINK in writing within fifteen (15) calendar days of the change of address. Any notice in connection with this Agreement shall be in writing and shall be sent by e-mail or personal delivery to the party's address .
8. TEMPORARY OR DEFINITIVE SUSPENSION OF SERVICE
The delay in payment by the CUSTOMER for a period exceeding 1 month from the presentation to the CUSTOMER of the charge document corresponding to the invoicing of the SERVICE, will entitle the COMPANY to temporarily suspend the SERVICE contracted by the CUSTOMER, prior notification of this measure requiring payment, at least 15 days in advance, and indicating the date on which the suspension of the SERVICE will take place, by any means that allows proof of receipt by the CUSTOMER. The COMPANY will reestablish the SERVICE within the working day following the day on which it becomes aware that the amount due has been paid in full. Suspension does not exempt the CUSTOMER from payment of the fixed fees. The SERVICE may also be suspended, which may be temporarily or permanently, for the following circumstances: At the request of the CLIENT, by written notice to the email [email protected] with 30 days notice; Due to theft of equipment on the premises of the CLIENT or by formal requirement by any competent authority; The assignment, transfer, marketing, distribution, resale or negotiation in any form of the services provided by the COMPANY under this contract. That THE COMPANY proves that THE CUSTOMER has incurred in any illegal activity without the possibility of compensation by THE COMPANY; That THE CUSTOMER provides false or adulterated data with regard to the9. TAXES
Prices for the Service do not, in any event, include the payment of taxes. Customer agrees to pay all taxes that FIBERLINK is required to collect or pay with respect to any of the Services listed in the Service Agreement, including ITBMS, taxes or similar levies imposed by the State.10. DAMAGE LIMITATION
In no event shall either party be liable for any damages (including loss of use, business interruption, lost profits or loss of data) or for any indirect, special, punitive or incidental damages of any kind, even if such party has been advised of the possibility of such damages. Client releases FIBERLINK from any contractual, civil, legal, criminal or other claims, suits or demands arising out of the relationship hereunder. Customer agrees and acknowledges that it is in a better position to foresee and evaluate the potential damages or losses it may suffer in connection with the Service received under the Service Agreement. The Customer understands and agrees that it is responsible for any vulnerability and/or cyber attack that may affect its internal network. Customer agrees and acknowledges that FIBERLINK, is not responsible for any vulnerability of its internal network.11. CONFIDENTIALITY
The existence and terms of this Agreement, along with any confidential or proprietary information of the parties ("Confidential Information"), will be treated confidentially by each party. Prices stipulated in any Service Agreement and all private information provided to the Client or Client's Affiliates regarding the operation of the Network, Service Equipment, or a Service will be considered Confidential Information of FIBERLINK. Neither party will disclose the other party's Confidential Information to third parties without prior written consent, except as permitted under this Clause. Each party may disclose Confidential Information only to its Affiliates, employees, representatives, subcontractors, and advisors, who will be automatically obligated to honor the stipulations in this Clause and only as necessary. The parties may use the mentioned Confidential Information solely to fulfill their obligations under this agreement. If a law, regulation, government agency, or court order, subpoena, disclosure request, or investigation demand requires one party to disclose the existence or terms of this Agreement or the other party's Confidential Information, that party will make every reasonable effort to minimize such disclosure, ensure that the recipient treats such Confidential Information confidentially, and (to the extent permitted by applicable law) notify the other party of such disclosure as soon as possible.12. FORCE MAJEURE
Neither party will be liable to the other for failure to perform its obligations, loss, or damage caused by Force Majeure events, Acts of God, or Third-Party Actions that affect the execution of this agreement and its annexes. In any case, the affected party is responsible for notifying the other party in writing no later than three (3) business days after the occurrence of the events, to determine the impact and whether a temporary suspension of the service is necessary. The Client will not be exempted from paying for services already rendered before the occurrence of the events.13. APPLICABLE LAW
The formation, execution, validity, and interpretation of this Agreement will be governed by the laws of the Republic of Panama before the competent Authority deemed applicable. Both the Client and FIBERLINK agree that, except as required by applicable law, they will maintain confidentiality regarding the existence of any claims.14. FIBERLINK'S RESPONSIBILITIES
To request a Service, the Client must sign a Service Agreement with FIBERLINK. The signed Agreement will constitute a binding commitment for the Client to acquire the Service described in the Service Agreement and under the established terms. The activation of a specific Service will constitute FIBERLINK's acceptance of the relevant Agreement. In cases of failure, unavailability, or interruption of all or part of the Service, FIBERLINK will use appropriate means to restore it. FIBERLINK will not be responsible for failures attributable to the Client's telecommunications terminal equipment connection that leads to the inability to provide the Service. FIBERLINK offers service availability; the definition of downtime does not include planned maintenance or security-related downtime. FIBERLINK will notify the Client in advance of any measures requiring planned downtime.15. CLIENT RESPONSIBILITIES
The Client will provide FIBERLINK access to their premises and the necessary technical and administrative assistance required for the installation and maintenance of the Service and fulfilling FIBERLINK's obligations under this Agreement. The Client must refrain from modifying, relocating, or manipulating the Equipment in any way and avoid allowing unauthorized personnel to repair, inspect, or handle the Equipment. The Client will be responsible for any damage to the Equipment caused by the Client's actions or unauthorized personnel. Once the Service ends, the Client must return FIBERLINK's Equipment within 15 calendar days. The Client must pay for any unreturned Equipment. If the Service Agreement is not signed by the company's legal representative requesting the service, the individual who signs it accepts responsibility for the terms and conditions of this Agreement. The Client must pay the fixed monthly fees stipulated in the Service Agreement and the variable fees generated by the use of the telephone Service.16. DISCLAIMER REGARDING CONTENT:
FIBERLINK exercises no control over the content of information transmitted through the Network, Equipment, or Service and accepts no responsibility for such content. FIBERLINK specifically disclaims any responsibility for the accuracy or quality of information obtained through the Network, Equipment, or Service. The use of any information obtained via the Network, Equipment, or Service will be at the Client's own risk and responsibility.17. ACCEPTABLE USE:
The Client agrees that they are responsible and will hold FIBERLINK or any of its relevant service providers harmless for any act or omission related to the use of the Internet Protocol numbers ("IP Numbers") assigned to the Client by FIBERLINK or any of its service providers in connection with their Service. If the Client stops using the Service for any reason, if the Agreement expires, or if it is terminated for any reason, the Client's right to use the IP Numbers will cease, and they must be immediately returned to FIBERLINK.18. SEVERABILITY:
If any clause of this Agreement is declared void, the remaining clauses will remain valid, provided they are not affected, and as long as the voided clause is not so significant that the parties would not have entered into this Agreement without it.19. ENTIRE AGREEMENT:
FIBERLINK and the Client understand and accept the content, terms, and conditions of this Service Agreement. This Agreement contains the entire agreement between the parties, and no oral or written agreement can modify its text, except by a written agreement signed by both parties.20. DATA PROTECTION:
The Client will voluntarily provide all documentation and personal data requested by FIBERLINK, which will be stored and protected by FIBERLINK. The individual signing this Agreement indicates that they have given consent and have been informed about the purpose of using their personal data. FIBERLINK is committed to protecting all personal data provided by the Client, whether from individuals or legal entities, and is obliged to comply with all data protection procedures, as well as respect the full exercise of the fundamental rights of the data subjects, maintaining them at all times in a database until the commercial relationship ends or the Client requests it, as established by Law 81 of March 26, 2019, on the protection of personal data, regulated by Executive Decree 285 of 2021.21. CONTRACT
The Client and FIBERLINK acknowledge and agree that this is not an Adhesion Contract and that both parties have mutually agreed to the terms and conditions of this contract.22. SERVICE LEVEL AGREEMENT (SLA):
FIBERLINK and the Client agree to the following SLA for Service 211:- Network Availability: For a single route, the service will be available 99.5% of the time per month, excluding scheduled maintenance. For redundant services, availability is 99.9%.
- Network Latency: FIBERLINK aims to maintain an average latency ≤ 15ms.
- Hardware Guarantees: FIBERLINK guarantees all hardware components and will replace any faulty components at no cost to the Client. The replacement will occur as soon as troubleshooting confirms the need.
- Claims Process: Clients must submit claims to the Accounting Department at [email protected] within 15 days of the event, including event duration, support ticket number, and company name as it appears on the billing statement.
- Claims Review Process: Claims should be sent to [email protected]. Claims will be acknowledged within 5 business days and reviewed within 15 business days. The Client will be notified by email whether the claim has been approved, with any applicable credit reflected on the next invoice. If rejected, an explanation will be provided.