Purchase order

PO Number : PH01-PO000016824
PR Number : 136252
Date : 12/20/2023
Ship to
Sison, Rochiel Merculio Fixed Assets Management Unit (FAMU)

Business Name: RGM Consulting & Accounting Services Ground to 5/F Five West Campus Le Grand Ave Mckinley West Fort
Bonifacio
Tax ID: VAT REG 225-957-746-000 Taguig
Address: Unit 1 Lot 1 C Blk. 2 Pres. Roxas St. Philippines
Commonwealth Quezon City 1121 Quezon City
Philippines
Contact: Rochiel Sison
Email : [email protected]
Phone : (02) 7255-7001 Further Information:
Payment terms NET60 Requester name: Kieffer Anthony Martinez

Bill to: Requester email:

TELEPHILIPPINES INCORPORATED
EDSA Central IT Center 2, United ST. Corner EDSA, Greenfield District
1552 Mandaluyong City
Philippines

Tax ID: VAT REG TIN 004-639-744-00000

Business Name: TELEPHILIPPINES INCORPORATED
For accounts payable queries, please contact:
Tel : +632-8479-9000
Email : [email protected]

Line Item number Item description Unit Delivery date Quantity Unit price Currency Total
number
1 Legwork, Permit Processing, PEZA 2024 LOT 12/4/2023 1 18,500.00 PHP 18,500.00
Renewal

VAT-Exempt PHP 18,500.00

VAT-Zero Rated PHP 0.00
VAT-able PHP 0.00
Total Purchase PHP 18,500.00
Value-Added tax PHP 0.00
Additional comments:
Total amount of PO PHP 18,500.00

Acknowledgement Certificate No. AC_126_0723_000329

Date issued 7/26/2023
Series From PH01-PO000000001 to PH01-PO999999999

This document is not valid for claim of input taxes

 STANDARD TERMS APPLICABLE TO THE SUPPLY OF SERVICES AND/OR GOODS BY TELEPERFORMANCE

1. Application of the General Terms and Conditions of Purchase

The Purchase Order together with these General Terms and Conditions (the “GTCP”) is binding between TELEPHILIPPINES INCORPORATED
(“Buyer”, or “TP”,) and Sison, Rochiel Merculio ( RGM Consulting & Accounting Services ) (“Supplier”), herein referred to, individually, as a Party, and
collectively, as the Parties. The GTCP governs the conditions of supply of the services (“Services”) and/or goods (“Goods”), as applicable, purchased by
TP through a purchase order (the “Purchase Order” or “PO”). The GTCP only apply to transactions that do not have a written agreement, duly executed
by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.The
execution of the PO by the supplier identified in the PO (the “Supplier”) is deemed acceptance of these GTCP without any modification or reservation.
Unless otherwise agreed to in writing, these GTCP shall prevail over any standard terms of sales submitted by Supplier.

2. Placement and amendment of PO

A quotation shall be established by Supplier in accordance with TP’s request priorly to any PO. The quotation shall clearly indicate the total and
breakdown of unit price, detailed description of Goods or Services, any additional fees and the completion deadline. The quotation shall not contain any
terms contrary to the GTCP. Upon mutual agreement of the parties on the quotation, TP will issue the PO to Supplier and Supplier shall not modify the
PO unless it is required and agreed upon in writing by TP.

3. Delivery/Date of execution
Supplier shall supply the Services and/or Goods in a professional manner consistent with industry standards and shall in particular comply with all
general good workmanship practices applicable to the type of Services and/or Goods supplied and with all procedures agreed upon by the parties in
writing. Supplier shall also supply the Services and/or Goods in accordance with applicable laws, the PO and the GTCP. The Supplier's personnel shall
remain under the full responsibility and hierarchical and disciplinary authority of the Supplier. In the event that the Supplier's personnel are required to
work on TP's sites during the provision of the Services and/or Goods, the Supplier shall ensure that its personnel comply with the safety rules in force at
TP.
The dates and timeframes of supply and/or delivery of the Services and/or Goods set forth in the PO or agreed upon between the parties are mandatory.
Any delay will result in penalties set forth in this Article 3, without prejudice to the dispositions of Article 12.
The Services and/or Goods shall be delivered in suitable packaging under the responsibility of Supplier. They must be in perfect working order, free of
all defects, and Supplier is bound by an obligation to advise. Supplier acknowledges and agrees that it has verified TP’s needs and constraints,
particularly technical ones.
TP shall verify the conformity of the Services and/or Goods. Upon completion of this verification, TP shall either (i) declare acceptance of the Services
and/or Goods by sending Supplier minutes of acceptance, or (ii) express reservations which TP shall indicate on the delivery note (hereinafter the
"Delivery Note") or which TP shall notify to Supplier as soon as possible after the delivery. In the latter case, TP may refuse delivery, without
compensation or payment of the PO to Supplier, and return Services and/or Goods at Supplier’s expense and risk. The Services and/or Goods shall
then be deemed undelivered and TP shall be entitled to apply the penalties set forth in this Article 3, without prejudice to the application of the provisions
of Article 12.
If the products/goods delivered do not in every aspect correspond with the description set forth on this Purchase Order (including without limitation
quantity, make, model number, serial number, type, requirements and implementation timeline), TP may, at any time and its sole option, (i) require the
Supplier to correct at no cost to TP any defective or non-conforming services or products by re-performing the services, or repairing or replacing the
defective products, or (ii) return all or part of such products at the Supplier’s risk and expense, recover the order price thereof. Such remedies, or (iii)
cancel the Purchase Order. The foregoing remedies are in addition to all other remedies at law or in equity, and shall not be deemed to be exclusive.
. After fifteen (1)5 days of delay as from the agreed deadlines or if Supplier fails to perform or so fails to make progress as to endanger performance of
this order in accordance with the terms, TP may cancel the PO without prior notice by sending a registered letter with acknowledgement of receipt,
without prejudice to the application of the provisions of Article 12.
Unless otherwise stipulated in the PO, the Goods shall become the property of TP as soon as they are accepted by TP at the location determined by
TP. The risks shall be borne by Supplier until the Services and/or Goods are delivered at the place of delivery. In all cases, the transfer of ownership
shall not be interpreted as an acceptance by TP as to the quality and/or conformity of Goods.

The following shall govern in case of partial or late shipment:

a. Partial Shipment. At TP’s option, in the event of shipment or receipt of less than all products or services ordered, TP may, either (i) accept shipment
and pay only for the products or services received or (ii) reject the entire order and recover any purchase price or service fees paid to Supplier.
b. Late Shipment. If the products/services or any part thereof is not delivered by the time specified or at a later date authorized by TP in writing, TP
may refuse acceptance or cancel part or the entire Order without incurring any liabilities for such refusal or cancellation. All such rejected or cancelled
products shall be returned at the Supplier’s expense.

4. Price – Payment Terms - Tax

The price stated in the PO is firm and non-revisable. Unless otherwise specified in the PO, the price includes all costs incurred by Supplier in performing
the Services and/or Goods, including without limitation packaging fees, transportation fees, etc. The amounts are invoiced in the currency set forth in the
PO.

If Supplier reduces its prices for such goods and/or services during the term of this Order, Supplier shall correspondingly reduce the prices of goods
and/or services sold thereafter to Purchaser under this Order.

Invoices shall include, in addition to any applicable legal mentions, the PO references. TP reserves the right to refuse non-compliant invoices, without
the application of the late payment penalties defined in this Article 4.

Payment is due from TP according to the terms of the PO and in accordance with the applicable regulations in force, after issuance of the invoice by
Supplier to TP. Payment shall not constitute agreement on the Services and/or Goods supplied or on the amount invoiced and shall in no way imply
waiver of any subsequent recourse on the part of TP.
TP shall have the right to offset any sums owed to it by Supplier on any grounds whatsoever with those owed to Supplier by TP under the PO.
TP shall not be responsible for nor have any obligation to pay any fees or expenses invoiced more than three (3) months after the close of the month to
which such fees or expenses relate.

5. Warranties
In addition to the applicable legal warranties. If the parties agreed on a warranty, the Supplier will assign the warranties immediately after the Good or
services have been fully received by TP. In the event of a defect, or, more generally, non-conformity of the Services and/or Goods with the PO or with
the applicable regulations in force, TP may (i) apply the provisions of the Article 12, or (ii) require Supplier to repair or replace the Services and/or Goods
at the Supplier’s expense (including spare parts and labor costs)..
The Supplier represents and warrants that (a) all goods and services are free of any claim of any nature by any third person and that Supplier will
convey clear title to TP, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are
free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other
requirements (including performance specifications) approved or adopted by TP.

6. Confidentiality
Each party agrees to treat as strictly confidential any information and/or personal data communicated to it by the other party in connection with the
provision of the Services and/or Goods, for the duration of the PO and for a period of 24 months after the termination or expiration thereof.
INTELLECTUAL PROPERTY: All inventions, designs, drawings, technologies, improvements, processes, copyrights, trademarks or the like ("Intellectual
Property") that Supplier creates or develops in connection with this PO for the benefit of TP belong to TP. Supplier assigns to TP all right, title and
interest in such Intellectual Property including as necessary, a perpetual, worldwide, non-exclusive, paid up, royalty free license to use it.
7. Legal Compliance
Each party shall comply with all laws and regulations applicable to the Services and/or Goods.
Supplier and supplier’s employees, directors, agents or subcontractors shall also comply with the following regulations: trade, economic or financial
restrictions, sanctions, or embargoes enacted, administered, imposed or enforced from by the USA, the United Nations Security Council, the EU and/or
any member state thereof, the French Republic, the UK or the respective governmental institutions and agencies of any of the foregoing (including the
OFAC, the US Department of State, the US Department of Commerce, UK Treasury and the Hong Kong Monetary Authority or other relevant sanctions
authority).
Supplier and supplier’s employees, directors, agents, affiliates and/, affiliates and/ or subcontractors shall comply with Teleperformance Supplier Code
of Conduct and its other policies available at https://www.teleperformance.com/media/c3gotz3d/tp-se-2019-supplier-code-of-conduct-10242019.pdf and
local, international and European laws and regulations (on human rights, fight against corruption, protection of environment and sustainable
development, health and safety or workers' conditions).

CONSUMER PRODUCT SAFETY: Supplier shall notify TP immediately if any parts, products or services provided under this PO (a) fail to comply with
any applicable consumer product safety rule; (b) contain a defect which could create a risk of injury to the public and/or obligate Buyer under any law or
regulation to warn the public of such defect; or (c) contain or were manufactured with a chemical (i) known or specified in any law or regulation to be
harmful or injurious to human health or reproduction or the environment; or (ii) which creates an obligation under any law or regulation for Supplier or
Buyer to label the parts or products or warn that Supplier’s parts or products contain or were manufactured with such chemicals. Should parts or
products cause a product recall, Supplier shall reimburse Buyer for all associated costs and expenses.
8. No enticing away
The parties mutually agree not to make, whether directly or indirectly, any recruitment offer to the other party’s employees for the duration of the services
and for a period of 24 months after the termination thereof.

9. Personal data
The parties shall comply with all applicable regulations related to confidentiality and data protection, including, without limitation the General Data
Protection Regulation (EU) 2016/679 (the “Regulation”), with TP acting as a Data Controller and Supplier as a Data Processor.
TP shall (i) ensure that data subjects concerned by the Services and/or Goods have been provided sufficient information, in accordance with the
applicable regulations, regarding the processing of their personal data, (ii) have exclusive control and responsibility for determining what personal data
Supplier may process for the provision of the Services and/or Goods, (iii) provide clear instructions in writing to Supplier as to such processing.
To the extent it receives personal information, Supplier shall (i) process TP personal data, ensuring that all personnel are bound by confidentiality and
only on documented instructions from TP, including with regard to transfers of personal data to a third country or an international organization, unless
required to do so by Union or Member State law to which the processor is subject; in such a case, Supplier shall inform TP of that legal requirement
before processing, unless that law prohibits such information on important grounds of public interest; (ii) assist TP in implementing and maintaining
appropriate technical and organizational measures designed to protect TP personal data against unauthorized processing and accidental or unlawful
loss, access or disclosure, (iii) notify TP of data subjects’ requests in writing without undue delay, (iv) notify TP immediately if, in its opinion, TP’s
instructions infringe applicable privacy law, (v) notify TP, in writing, without undue delay, not to exceed 48 hours after becoming aware of any data
breach relating to TP personal data under the Regulation, (iv) provide assistance to TP in complying with data breach notification obligations and
provide assistance when TP carries out a privacy impact assessment of the Services and/or Goods, (v) destroy TP’s personal data within no more than
thirty (30) days following termination or expiry of the PO if TP has not requested the return of such personal data within this thirty (30)-day period, (v)
upon not less than 5 business days prior written notice, permit TP (or an auditor), to access its premises, computers, other information systems, records,
documents and agreements, used in the processing of TP’s personal data, to verify that Supplier is complying with its obligations under this Article 9.
Such audit can be conducted by TP without notice should there be any urgent situation concerning TP’s personal data.
Supplier shall not use sub-processors without TP’s prior written consent. Supplier shall ensure that any sub-processors authorized by TP abide by
substantially the same obligations as Supplier under this Article 9 as applicable to the provision of the Services and/or Goods.
Each party appoints a Data Protection Officer (« DPO ») and/or a point of contact to receive any requests from data subjects whose personal data is
processed under the PO and/or personal data security breaches. For Supplier, the contacts are on page 1 of the PO. For TP, privacy contact (& DPO in
the European Economic Area): Nathan Coffey, Chief Privacy Officer, [email protected].

10. Intellectual Property Rights

TP, TP’s affiliates or TP’s third-party licensor(s), as applicable, shall remain the owner of all rights in and to any and all material, information systems,
technology, software and related documentation, tools, methods, forms, processes, know-how, technical competencies, specific methods procedures,
workflows, data, data formats, data compilations, program names, designs, manuals, source code, object code and other material or information as well
as any other intellectual property rights created by, owned by, or licensed to or developed by TP or its affiliates prior to or after the signature of these
GTCP (collectively “TP IPR”). Unless otherwise agreed to in writing, TP does not grant Supplier any license or right whatsoever in or to TP IPR.
All procedures, instructions, software, materials, tools, specific developments as well as all documentation and analyses developed by Supplier as part
of the Services and/or Goods shall be assigned to TP.
Where applicable, Supplier shall grant to TP and its applicable Affiliates, during the term of the PO, a license to use Supplier’s material, information
systems, technology, software and related documentation, tools, methods, forms, processes, know-how, technical competencies, specific methods
procedures, workflows, data, data formats, data compilations, program names, designs, manuals, source code, object code and other material or
information as well as any other Supplier’s intellectual property rights necessary for TP in order to receive the Services and/or Goods.
.
Supplier will not use TP name or logo in publicity, advertising, or similar activity, except with Purchaser's prior written consent. Supplier will not disclose
the existence of these GTCP or of a PO or any of their respective terms to any third party without TP's prior written consent.

11. Limitation of liability and Insurance

Supplier undertakes to maintain a comprehensive liability to compensate for all damages and losses, whether direct, indirect consequential, special or
incidental (this list not being limitative), that may be suffered by TP, its personnel, its affiliates or any third party, in connection with the performance of
the PO. Supplier shall remain liable for the acts or omissions of its subcontractors, its employees, those of its affiliates or its own suppliers or its agents.
Supplier shall indemnify TP against any action, claim or demand made by third parties based on infringement, unfair competition or any other violation of
the rights of a third party. This guarantee implies that Supplier shall bear all sums, damages, costs, attorney's fees and expenses that TP may have to
pay as a result of such actions, claims or demands.
Supplier undertakes to subscribe and maintain in force the insurance necessary to cover its liability, with a notoriously creditworthy company. In this
respect, Supplier shall provide proof of insurance policies at TP's first request. In the event of insufficient coverage, TP may require Supplier to
subscribe additional cover at its expense. Insurance coverage shall not constitute a limit of Supplier's liability.

At TP request, the Supplier will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance
coverage is in effect.

The Supplier shall maintain its own Health and Safety program and shall be responsible for the safety and safe working practices of its respective
employees, staff, and sub-contractor. Supplier and its representatives who are deployed on-site shall have an active participation in the
Teleperformance facilities emergency management program in place.
IN NO CASE SHALL TP BE LIABLE TO SUPPLIER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGE,
INCLUDING (WITHOUT LIMITATION) LOSS OF PROFIT, INCOME OR SAVINGS, WHETHER UNDER CONTRACT OR BY TORT OR ANY OTHER
THEORY OF LIABILITY EVEN IF TP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. TP’S LIABILITY SHALL BE LIMITED ONLY TO
ACTUAL DIRECT DAMAGES INCURRED WHICH SHALL IN NO CASE EXCEED IN THE AGGREGATE ONE THOUSAND US DOLLARS ($1,000.00).

12. Term and Termination

The PO shall become effective on the effective date specified therein. If no such date is specified, it shall be effective on the date the Services and/or
Goods commence to be supplied. It shall terminate on the termination date specified therein. If no such date is specified, it shall terminate when
Supplier has completed/delivered all the Services and/or Goods or in the event of termination as set forth below.

13. Force majeure

Neither party shall be deemed to have breached its contractual obligations if the performance of the said obligations has been delayed or made
impossible by an event of force majeure. If the force majeure event lasts for more than 10 days, either party may terminate the PO by written notice to
the other party, without judicial formality.
To the extent that Supplier’s performance of any of its material obligations pursuant to this Purchase Order is prevented, hindered, or delayed by fire,
flood, earthquake, elements of nature or acts of God, acts of war, terrorism, revolution, riots, civil disorders, rebellions, or any other similar cause
beyond Supplier’s reasonable control (“Force Majeure Event”) and such non-performance, hindrance, or delay could not have been prevented by
reasonable precautions, then Supplier shall be reasonably excused for such non-performance, hindrance, or delay, as applicable of those obligations
affected by the Force Majeure Event for so long as such Force Majeure Event continues and Supplier continues to use its commercially reasonable
efforts to recommence performance whenever and to whatever extent possible without delay. Notwithstanding the foregoing, TP reserves the right to
terminate the affected Order should the Force Majeure continue for a period of more than five (5) calendar days. The term “Force Majeure Event”
excludes those arising from labor-related activities or changes in business circumstances or objectives, or those that can be reasonably anticipated by
Supplier (“Anticipated Contingencies”).
14. Assignment – Transfer – Subcontracting
Supplier shall not subcontract, assign or transfer all or part of the PO as well as its rights and obligations under the PO without TP’s prior written consent.

TP may freely assign, transfer, novate, or otherwise dispose of any or all of its rights and obligations under this Purchase Order to any of its affiliates,
without Supplier’s consent. Supplier shall not assign, transfer, novate, delegate, subcontract, or otherwise dispose of any or all of its rights and
obligations under this Purchase Order to any other party without Buyer’s prior written consent. Any assignment which is in violation of this section shall
be null and void.
15. Audit
TP shall have the right to conduct an audit upon a reasonable prior notice to Supplier for purposes including (without limitation) security and privacy,
financial matters, compliance with Article 7 (Legal Compliance). Access to the Supplier’s premises, computers, other information systems, records,
documents and agreements shall be provided for the purpose of performing audits and inspections.

16. Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers.

17. Miscellaneous
If one or more provisions of these standard terms is found invalid in any manner whatsoever, the validity, lawfulness and enforceability of the other
provisions shall not be affected in any manner whatsoever.
Neither party’s failure to rely as against the other party on any of the obligations hereunder shall be construed as a waiver for the future of the relevant
obligation.

18. Jurisdiction
This PO is governed by the laws of […]. In the event of any dispute or any controversy arising in relation to the execution, interpretation or performance
of the PO, or of these GTCP, the parties shall seek to reach a negotiated resolution for not less than 60 days prior to instituting any legal action. Failing
such resolution, the Courts within the venue of […] shall have sole jurisdiction to entertain such dispute.

Even without written acknowledgment, Supplier full or partial performance under these GTCP will constitute acceptance of these Terms. By acceptance
of this GTCP , Supplier agrees to be bound by, and to comply with all these Terms.

ON