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STANDARD TERMS AND CONDITIONS OF SALE

General Terms and Conditions.


1. Acceptance of Terms

By engaging our services, accepting a proposal or quotation, signing an agreement, making payment, or continuing to receive services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.

2. Entire Agreement

These Terms and Conditions, together with any signed proposal, quotation, contract, statement of work, invoice, or written communication accepted by both parties, constitute the entire agreement between the parties.

No verbal discussions, representations, or understandings shall override the terms of a written agreement.

3. Amendments and Changes

Any modification, amendment, extension, or change to an existing agreement must be documented and approved in writing by both parties.

Requests made verbally, through messaging applications, or during meetings shall not constitute a formal change unless confirmed in writing.

4. Scope of Services

Services shall be limited to the scope specified in the applicable proposal, quotation, contract, or statement of work.

Any work requested outside the agreed scope may be treated as additional work and may be subject to additional fees and timelines.

5. Client Responsibilities

The Client shall:

  • Provide complete and accurate information.

  • Provide timely access to required systems, data, documents, and personnel.

  • Review and approve deliverables within a reasonable timeframe.

  • Cooperate in good faith throughout the engagement.

The Service Provider shall not be responsible for delays caused by the Client's failure to fulfill these responsibilities.

6. Payment Obligations

All invoices shall be paid according to the payment terms specified in the applicable agreement or invoice.

Failure to make payments when due may result in:

  • Suspension of services

  • Delay of deliverables

  • Withholding of access to completed work

  • Termination of the engagement

The Client remains liable for all fees incurred up to the date of suspension or termination.

7. Ownership and Intellectual Property

Unless otherwise agreed in writing:

  • The Client retains ownership of all data, records, and information provided by the Client.

  • The Service Provider retains ownership of all methodologies, templates, frameworks, tools, know-how, training materials, processes, source files, and intellectual property developed prior to or independently of the engagement.

  • Custom deliverables specifically created and paid for by the Client shall become the Client's property upon full payment, unless otherwise stated in writing.

8. Copyright

All content, documents, training materials, presentations, templates, reports, graphics, software configurations, website content, and other materials created by the Service Provider are protected by copyright laws.

The Client may not reproduce, distribute, sell, sublicense, modify, or transfer such materials to third parties without prior written consent, except for internal business use unless otherwise agreed.

9. Confidentiality

Both parties agree to keep confidential all proprietary, financial, technical, business, and operational information obtained during the engagement.

This obligation shall survive the termination of any agreement.

10. Limitation of Liability

The Service Provider shall not be liable for indirect, incidental, consequential, special, punitive, or business interruption damages arising from the services provided.

The maximum liability of the Service Provider shall not exceed the total fees paid by the Client for the specific services giving rise to the claim.

11. Termination

Either party may terminate an engagement in accordance with the applicable agreement.

Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality requirements.

12. Non-Waiver

Failure by either party to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision or any other rights under the agreement.

13. Severability

If any provision of these Terms and Conditions is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

14. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

15. Electronic Acceptance

Electronic signatures, email confirmations, and written approvals transmitted through electronic means shall be deemed valid and enforceable to the same extent as original handwritten signatures.