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TERMS AND CONDITIONS


These Terms & Conditions (“Terms”) govern all engagements between Something Somewhere Consulting OPC (“SSC,” “we,” or “Provider”) and the undersigned client (“Client”). All work is governed by a mutually-signed Proposal or Statement of Work (“SoW”), which specifies service models, deliverables, schedule, and fees.

1. SERVICE MODELS

1.1 Success Pack Services

  • Definition: A pre-purchased block of consulting hours (“Pack Hours”) to be applied toward configuration, training, support, or other professional services per the SoW.
  • Validity: Pack Hours expire 12 months after purchase.
  • Overage: Any work beyond Pack Hours requires a proposed additional Success Pack (Section 2.2).

1.2 Server Pack Services

  • Definition: A pre-purchased block of hours dedicated to server installation, configuration, optimization, monitoring, and maintenance.
  • Validity & Overage: Same as Success Pack Services.

1.3 Fixed-Bid Services

  • Definition: A fixed-fee engagement for a clearly defined scope (e.g., full module implementation, bespoke development).
  • Payment Milestones: Unless otherwise agreed, invoices as follows:
    • 50 % upon SoW signing
    • 40 % upon User Acceptance Testing sign-off
    • 10 % upon Go-Live
  • Scope Changes: Work outside the defined fixed scope is handled by purchasing additional Success Pack hours.

2. FEES & PAYMENT TERMS

2.1 Invoicing & Payment

  • Due Date: All invoices (Pack Purchase, fixed-bid milestones, reimbursables) are payable within fourteen (14) days of invoice date.
  • Late Payment: 1.5 % monthly finance charge on overdue balances.

2.2 Additional Success Pack Purchase

If Client requires services beyond an existing Pack’s hours, SSC will propose purchasing an additional Success Pack under the same terms as Section 1.1. The scope covered will be detailed in an amendment to the SoW.

2.3 Reimbursable Expenses

All out-of-pocket expenses (e.g., travel, third-party licenses, accommodations) are cost-pass-through with no markup except a 1 % bank transaction fee as reflected in the SoW’s Statement of Account. The Client may not withhold taxes on these amounts.

  • Examples (outside Metro Manila): transportation or Client-provided transport; meal allowance up to PHP 250/consultant/day or Client-provided meals; hotel or Client-provided housing; per diem of PHP 1,000/consultant/day.

3. PROJECT EXECUTION & DELIVERABLES

3.1 Scheduling & Timeline

SSC will use commercially reasonable efforts to schedule services per the SoW. Service appointments require 48 hours’ notice for cancellations or reschedules; otherwise, up to two (2) hours may be charged against Pack Hours.

3.2 Deliverables

Each engagement yields the deliverables specified in the SoW. SSC provides monthly statements of consumed hours for Pack engagements.

4. CLIENT RESPONSIBILITIES

To ensure efficient delivery, Client shall:

  • Appoint a dedicated Key User or Project Lead as SSC’s single point of contact.
  • Provide timely access to systems, data, and decision-makers.
  • Review and approve deliverables or change requests within five (5) business days.

5. CONFIDENTIALITY & DATA PROTECTION

Each party shall safeguard the other’s Confidential Information with at least the same care as its own. SSC’s handling of personal data is governed by our Privacy Policy.

6. INTELLECTUAL PROPERTY

  • Pre-Existing Materials: SSC retains all rights to methodologies, templates, and tools developed outside the SoW’s scope.
  • Deliverables License: Upon full payment, SSC grants Client a perpetual, non-exclusive license to use SoW-specific deliverables internally.

7. WARRANTIES & DISCLAIMERS

SSC warrants that services will be performed professionally and in accordance with industry standards. EXCEPT AS EXPRESSLY STATED ABOVE, SSC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

8. LIMITATION OF LIABILITY & TERMINATION

  • Liability Cap: SSC’s total liability shall not exceed fees paid by the Client in the 12 months preceding any claim.
  • Exclusion of Damages: Neither party shall be liable for indirect, incidental, consequential, or special damages.
  • Termination for Cause: Either party may terminate the SoW for material breach if uncured within 30 days of written notice. Client remains liable for all consumed Pack Hours, reimbursable expenses, and non-cancelable commitments through termination.

9. GOVERNING LAW & AMENDMENTS

These Terms are governed by the laws of the Republic of the Philippines. SSC may revise these Terms at any time; such revisions become effective upon posting on our website or delivery to Client. Continued use of services constitutes acceptance.

10. CONTACT INFORMATION

Something Somewhere Consulting OPC

57C Otero Avenue, Mabayuan, Olongapo City, Zambales 2200

Phone/WhatsApp: +63 917 188 9695 · info@somethingsomewhere.ph

Website: https://www.somethingsomewhere.ph/