RTI Master Subscription Agreement Annex A Subscription Package, Matrix and Payment Terms

Merchant understands and agrees that the Subscription Package includes the following additional features.

Should the Merchant opt to add additional features, RTI may charge the Merchant additional fees.

RTI reserves the right at any time, and from time to time, to modify the Subscription Package Matrix and Payment Terms as the RUSH Software may reasonably require according to RTI sole discretion with or without notice (unless otherwise required by applicable law). Said revisions or modifications shall be posted in the RUSH website: www.help.rush.ph and, once published therein, shall become binding on Merchant. It shall be Merchant’s obligation to be informed thereof by accessing, from time to time, such a website where the latest version of this Subscription Package Matrix and Payment Terms may be found. Merchant’s continued use of the Service shall be deemed an acceptance of any revision or modification of this Subscription Package Matrix and Payment Terms.

*All rates indicated herein are in Philippine Peso.

E-STORE SUBSCRIPTION, LOYALTY SUBSCRIPTION, and ADD-ON SERVICES RATES and PACKAGES:

1. For RTI’s E-Store Subscription Packages, the MERCHANT agrees to the fees outlined at RUSH E-Store: https://www.rush.ph/pricing/estore 
2. For RTI’s Loyalty Subscription Packages, the MERCHANT agrees to the fees outlined at RUSH Loyalty: https://www.rush.ph/pricing/loyalty

Payment Terms:

1. Tier System. The Merchant shall be charged and billed in accordance with the above-enumerated Matrix, i.e., specifically as follows:
   1. E-STORE – number of branch/es that the MERCHANT committed in minimum and activated in overage;
   2. LOYALTY – number of Monthly Active Usage committed in minimum and activated in overage;
   3. ADD-ON – depending on the add-ons availed of ex. SMS/Viber Count, GMV, Rate/Month, Rate/Hr.
   4. ORDERPOINT – the number of devices the MERCHANT committed under the selected tier, including any devices activated beyond the committed quantity (overage).
2. The MERCHANT shall be bound by the assigned tier for six (6) months (lock-in period) upon the date of activation of services, albeit the 12-month initial term of the contract. If within the term of the contract, the MERCHANT shall exceed the branch/es and/or monthly active usage for the assigned/selected tier, he shall be billed according to the rate of his current assigned tier. Payment for the services shall be prepaid per billing cycle.

To illustrate:

Merchant X has both e-store and loyalty subscriptions (Points+Privilege Card), 99 branches, and 5,000 active usage monthly. Thus, his e-store tier is the web plan and micro plan as stated in the above-given matrix. The date of activation of services falls on October 15, 2023. Thus, billing shall cover October 15-November 14, 2023. This is counted as one Billing Cycle.

Supposing Merchant X created an additional branch (1 branch) on 20 December 2023 and now has 100 branches and an additional monthly active usage (1 usage), increasing the total count to: 100 branches and 5,001 monthly active usage. 

Merchant X shall be billed on 15 January 2024 covering the period from 15 January-14 February 2023 for 100 branches using the same rate stated in the web plan (PhP500.00 per branch/monthly) and PhP20,000.00/month with 4.5% overage cost/per exceeded active usage (1 exceeded active usage) with adjustment for an additional branch (1 branch) for December 2023.

1. 1. If the MERCHANT desires to upgrade its tier level during the Six (6) month lock-in period, MERCHANT may do so, provided, it shall be bound to the upgraded tier for another twelve  (12) months and shall remain in a contractual arrangement with RTI for the next twelve (12) months following the commencement date of the newly upgraded tier Should MERCHANT pre-terminate its contract with RTI, it shall pay the equivalent amount of three (3) months’ worth of Monthly Service Fee or the amount equivalent of the number of months left in the contractual term, whichever is higher of both e-store and loyalty subscription.
   2. If the MERCHANT desires to upgrade its tier level without meeting the minimum branch requirement at any time during the lifetime of the contract, the MERCHANT may do so, provided, it shall be bound to the specific tier for another twelve (12) months and shall remain in contractual arrangement with RTI for twelve (12) months following the commencement date of the new upgraded tier and shall pay the minimum subscription fee of the upgraded tier or the monthly subscription fee per branch corresponding to the rate in the upgraded tier, whichever is higher. Should MERCHANT pre-terminate its contract with RTI, it shall pay the equivalent amount of three (3) months worth of Monthly Service Fee or the amount equivalent to the number of months left in the contractual term, whichever is higher of both e-store and loyalty subscription.
   3. Temporary Branches. In case of temporary branches created for a specific event, the same shall be charged in the next billing cycle of the MERCHANT. 

To illustrate:

Merchant X has 99 branches. Thus, his e-store tier is the web plan, and shall be charged PhP500.00 per branch/monthly. The Merchant’s Billing Cycle is every 1^st day of the month.

During a Christmas bazaar event on December 18-23, 2023, Merchant X created 5 additional branches temporarily increasing its total number of branches from December 18-23, 2023, to 104. After the event, the 5 additional branches were deactivated.

Thus, Merchant X shall be billed in January 2024 for 99 branches with the rate in accordance with the web plan i.e. PhP500.00 per branch/monthly or PhP52,000.00 (VAT exclusive) with an additional charge for 5 additional branches in the month of December.

In case of deactivation of branches, the charges for the total branches shall be reflected in the next monthly billing of the MERCHANT. No pro-rata deduction and/or refund for the branches that were deactivated in the middle of the covered billing period. Temporary deactivating branches for a specific month and reactivating the same shall not also yield a pro-rata charge and/or refund.

To illustrate:

Merchant X has 99 branches. Thus, his e-store tier is the web plan and shall be charged PhP500.00 per branch/monthly. Merchant’s commencement Billing Cycle is every 1^st day of the month.

On 20 December 2023, Merchant X deactivated 5 additional branches, decreasing its total number of branches to 94 branches.

Thus, Merchant X shall be billed in January 2024 for 94 branches with the rate in accordance with the web plan i.e. PhP500.00 per branch/monthly or PhP47,000.00 (VAT exclusive) without any pro-rata deduction for the deactivated branches in December 2023.

If in the same example, Merchant X decided to deactivate 10 branches on December 2-30, 2023 decreasing its total number of branches to 89, and reactivated the same on December 31, 2023, Merchant X shall still be charged for the 99 branches in January 2024 without any pro-rata deduction for the deactivated branches in December 2023.

If supposing the MERCHANT activated branches due to a specific event for the same billing cycle overlapping to the succeeding billing cycle, MERCHANT shall be charged for the number of branches for both billing cycles.

To illustrate:

Merchant X has 99 branches. Thus, his e-store tier is the web plan and shall be charged PhP500.00 per branch/monthly. Merchant’s Billing Cycle is every 1^st day of the month.

During a Christmas and New Year bazaar event spanning from December 18 to January 5, 2023, Merchant X created 5 additional branches temporarily increasing its total number of branches to 104. After the event, the 5 additional branches were deactivated.

Thus, Merchant X shall be billed in January 2024 for 104 branches with the rate in accordance to the web plan i.e. PhP500.00 per branch/monthly or PhP52,000.00 (VAT exclusive) with the additional charge of 5 additional branches for the month of December 2023.

3. OrderPoint. The MERCHANT agrees to use the add-on hardware device under a fixed-term agreement with a lock-in period of twelve (12) months, as selected upon the date of activation (“Activation Date”). A one-time device setup fee shall apply for the selected lock-in period tier, the applicable amount of which is detailed in Annex A, Section B Clause F of this Agreement. The add-on rate for the hardware shall remain fixed for the duration of the selected lock-in period. All add-on fees shall be prepaid monthly at the start of each billing cycle. In the event that the MERCHANT terminates the agreement prior to the expiration of the lock-in period, an early termination fee will be applied as outlined in clause 3.2 below.

To illustrate:

Merchant X subscribed to the hardware add-on service under Tier 1 with 4 devices, covered by a 12-month lock-in period starting on the activation date of October 15, 2023. Thus, the initial lock-in term shall run from October 15, 2023 to October 14, 2024, with the monthly service fee (MSF) per device based on Tier 1 rates. Billing shall cover the period from October 15 to November 14, 2023, and this shall count as one Billing Cycle. All add-on fees shall be prepaid on a monthly basis.

On March 1, 2024, Merchant X decided to add 2 additional devices, bringing the total number of add-on devices to 6. This qualifies the merchant for Tier 2 pricing, which provides a lower MSF per device. As a result of the upgrade, the hardware add-on agreement is reset under a new 12-month lock-in period starting from March 1, 2024. The applicable Tier 2 MSF shall be charged on all 6 devices moving forward. Any applicable setup fees for the additional devices shall also apply, in accordance with the rates set forth in Annex A, Section B Clause F

3.1 If the MERCHANT desires to upgrade its tier (add device/s) level during the contract term, under the Twelve (12)-month lock-in period, the MERCHANT may do so, provided that it shall be bound to the upgraded tier for the full duration of the corresponding lock-in period (i.e., another Twelve [12] months) starting from the date of activation of the upgraded tier. The MERCHANT shall remain in a contractual arrangement with RTI for the entirety of the new lock-in period. Upon the expiration or termination of the applicable lock-in period, the MERCHANT shall return to RUSH all device/s provided under this agreement. Such devices must be in good working condition, subject to reasonable wear and tear. Failure to return the device/s in the required condition may result in applicable charges or fees, as determined by RUSH, without prejudice to other available legal remedies.

3.2 Should the MERCHANT pre-terminate its contract with RTI, a pre-termination fee shall apply. For MERCHANTS under a Twelve (12)-month lock-in period, the fee shall be equivalent to the full remaining balance of the contract. The MERCHANT shall also be required to return all add-on devices to RTI in good and working condition. Failure to do so may result in additional charges to cover the cost of any unreturned or damaged hardware.

3.3 Initial Delivery Fee. The initial delivery fee for the device shall be borne by RTI for addresses located within Metro Manila. For deliveries to addresses outside Metro Manila, the delivery cost shall be the responsibility of the Merchant.

3.4 Consumables. Upon receipt of the device, the MERCHANT will be entitled to five (5) rolls of thermal paper at no additional cost. For additional orders, delivery charges shall be borne by the MERCHANT and reflected in the subsequent invoice. Rates for additional thermal paper orders may vary and will be based on the prevailing pricing at the time of order.

3.5 Warranty. The device provided to the Merchant is covered by a limited warranty for a period of one (1) year from the date of deployment. If the device is found to be damaged within this warranty period, it may be eligible for replacement, provided that RTI has conducted a proper investigation and confirmed that the damage is due to a factory defect. Should the investigation determine that the damage was caused by the Merchant, whether by misuse, negligence, or any other external factor, the Merchant shall bear the full cost of repair or replacement. Any damages reported beyond the one (1) year warranty period shall no longer be covered, regardless of the cause.

3.6 Device Settings. The MERCHANT is not permitted to install any applications or modify the device settings. Should the MERCHANT install any application or make any setting changes that result in damage or malfunction, RUSH shall not be held liable for any such damages.

3.7 Hardware Ownership. Upon full payment of all fees due under the Agreement, and completion of the lock-in period, ownership of the hardware device shall automatically transfer to the MERCHANT. Until such transfer of ownership, the hardware device shall remain the property of RTI.

Billing, Payment Settlement, Penalty, and Termination

Reference Table:

1. 1. The Billing Cycle of the MERCHANT shall depend on the monthly revenue (“revenue bracket”) that shall be earned by RTI during the contractual agreement;
   2. Date of Service Activation shall be on or before thirty (30) days / forty-five (45) days, depending on the revenue bracket, from the signing of this Agreement. The Date of Service Activation shall be the first (1^st) day of the Billing Cycle and the actual date of issuance of invoice;
   3. Upon receipt of the invoice, the MERCHANT shall have (30/45/60/75) days from the invoice date, depending on the revenue bracket, to pay RTI the cost of services rendered;
   4. Failure to pay on time (24 hours after the due date) shall be a ground for automatic suspension of services without the need for written demand/notice to the MERCHANT;
   5. The MERCHANT shall incur a corresponding penalty rate depending on the above-mentioned revenue bracket, using as basis the total amount of the invoice, fifteen (15) days after the due date of the invoice. A separate invoice for penalty charges shall be issued to the MERCHANT. Only upon payment of the penalty and the actual principal amount as stated in the invoice shall the service be reactivated by RTI;
   6. Failure to settle within thirty (30) days from the due date of the invoice would be a ground for RTI to terminate this Agreement without the need for notice/written demand to the MERCHANT.
   7. The provisions herein shall supplement Section 5, Term, Termination, and Suspension of this Agreement.