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TERMS & CONDITIONS

1. DEFINITIONS2. ENGAGEMENT & SERVICE MODELS3. DELIVERY APPROACH, GOVERNANCE & CHANGE CONTROL4. CLIENT RESPONSIBILITIES5. FEES, INVOICING, TAXES & REIMBURSABLES6. SCHEDULING, CANCELLATIONS & WORKING HOURS7. DELIVERABLES, ACCEPTANCE & SIGN-OFF8. HYPERCARE & SUPPORT9. DATA MIGRATION & DATA QUALITY10. THIRD-PARTY SOFTWARE (INCLUDING ODOO) & DEPENDENCIES11. CONFIDENTIALITY & DATA PROTECTION12. INTELLECTUAL PROPERTY (IP)13. WARRANTIES & DISCLAIMERS14. LIMITATION OF LIABILITY15. TERMINATION & SUSPENSION16. NON-SOLICITATION (OPTIONAL BUT COMMON)17. FORCE MAJEURE 18. GOVERNING LAW & DISPUTE RESOLUTION19. AMENDMENTS20. NOTICES & CONTACT INFORMATION21. SIGNATURE / AGREEMENT

Something Somewhere Consulting OPC (“SSC,” “Provider,” “we,” “us”) and Client (“Client,” “you”)

 These Terms & Conditions (“Terms”) govern SSC’s professional services to Client. Each engagement is governed by a mutually signed Proposal and/or Statement of Work (“SoW”) that defines scope, deliverables, schedule, assumptions, exclusions, and fees.

Order of precedence (if conflict): (1) SoW, (2) these Terms, (3) attachments/exhibits referenced in the SoW.

1. DEFINITIONS

  1. “Services” means consulting, configuration, training, project management, support, technical services, and/or development described in the SoW.
  2. “Deliverables” means the tangible outputs listed in the SoW (e.g., configurations, documentation, training materials, reports, scripts, code if included).
  3. “Pack Hours” means pre-purchased hours under a Success Pack or Server Pack.
  4. “Change Request (CR)” means any request that changes scope, assumptions, exclusions, timeline, effort, deliverables, or fees.
  5. “Business Day” means Monday to Friday excluding Philippine public holidays.

2. ENGAGEMENT & SERVICE MODELS

2.1 Pack Services (Time & Materials)

  • Definition: A pre-purchased block of consulting hours (“Pack Hours”) to be used for Services as agreed in the SoW.

  • Pack types:

    • Success Pack: Consulting hours applied toward configuration, workshops, training, support, analysis, documentation, testing support, and related project coordination as agreed in the SoW.
    • Server Pack: Consulting hours applied toward server/environment installation, configuration, optimization, monitoring guidance, and maintenance activities as agreed in the SoW.

  • Consumption rules:

    • Time is tracked in 15-minute increments (unless the SoW states otherwise).
    • Time may include (as applicable): workshops, configuration, meetings, analysis, documentation, testing support, communications, and coordination directly related to the engagement.
  • Validity / Expiry: Pack Hours expire 12 months from invoice date unless the SoW states otherwise. Unused hours are non-refundable.
  • Scheduling: Delivery is subject to resource availability; SSC will use commercially reasonable efforts to schedule as agreed.
  • Hosting scope (Server Pack): Unless explicitly included, Server Pack does not include third-party hosting fees, cloud costs, licenses, domain/email services, or hardware.

2.2 Fixed-Bid Services (Defined Scope)

  • Definition: A fixed-fee engagement for the exact scope and Deliverables stated in the SoW.

  • Milestone billing (default unless SoW overrides):

    • 50% upon SoW signing
    • 40% upon UAT sign-off (or equivalent acceptance gate defined in the SoW)
    • 10% upon Go-Live
  • Assumptions: Fixed-bid pricing relies on SoW assumptions (availability, data readiness, timely approvals, and a standard-first approach).
  • Out of scope: Any work outside the SoW is handled via Change Request and either (a) fixed-bid amendment, or (b) Pack Hours (as agreed).

3. DELIVERY APPROACH, GOVERNANCE & CHANGE CONTROL

3.1 Standard-First & Phased Delivery

Unless the SoW states otherwise, SSC follows a standard-first approach: configuration → low-code automation/tools → trusted third-party modules (if justified) → custom code (last resort). Client acknowledges that minimizing customization typically reduces implementation risk, timeline, and total cost.

 

3.2 Approvals, Decisions & Communications

  • SSC and Client will follow the governance and cadence defined in the SoW.
  • SSC may issue meeting notes / action lists.
  • Decisions and approvals must be confirmed in writing (email is acceptable unless the SoW requires a signature).

3.3 Change Requests (CR)

  • No out-of-scope work is performed without an approved CR (unless SSC agrees in writing to proceed under Pack Hours for assessment only).
  • A CR should document: request, options (including standard-first options), impact (timeline/cost/risk), and decision.
  • Impact assessment time (analysis, estimation, solution options) is billable via Pack Hours (or as specified in the SoW).

4. CLIENT RESPONSIBILITIES

Client agrees to:

  1. Appoint a Sponsor (escalation authority) and a dedicated Single Point of Contact / Project Lead (SPoC) empowered to make day-to-day decisions.
  2. Provide timely access to relevant systems, environments, data sources, and personnel.
  3. Provide complete and accurate data and ensure required data cleansing/validation.
  4. Review and approve/reject Deliverables, decisions, and CRs within five (5) Business Days unless the SoW states otherwise.
  5. Ensure key users attend workshops/training and perform agreed testing (e.g., UAT).
  6. Maintain appropriate internal controls and policies (approvals, segregation of duties, accounting policies, etc.).

If Client responsibilities are not met, the schedule may be re-baselined and additional fees may apply via CR.

5. FEES, INVOICING, TAXES & REIMBURSABLES

5.1 Invoicing & Payment Terms

  • Invoices are due fourteen (14) days from invoice date unless the SoW states otherwise.
  • Late payments may incur 1.5% per month finance charge on overdue balances (or the maximum allowed by law, if lower).
  • SSC may suspend Services for overdue invoices after written notice.

5.2 Overage & Additional Pack Purchases

If Pack Hours are consumed, SSC will propose: (a) purchase of additional Pack Hours, and/or (b) a CR/SoW amendment.

5.3 Reimbursable Expenses

Unless the SoW states otherwise:

  • Reimbursables are billed at cost (pass-through) with 1% bank transaction fee.
  • Examples (outside Metro Manila, if applicable): transport, meals up to PHP 250/consultant/meal, lodging, per diem PHP 1,000/consultant/day.
  • Client must pre-approve travel and significant expenses in writing.

5.4 Taxes & Withholding

  • Fees are exclusive of VAT and other applicable taxes unless stated.
  • If Client is legally required to withhold tax, Client will (a) withhold only as required by law, (b) remit it timely, and (c) provide official withholding certificates. If the SoW requires SSC to receive a net amount, the parties will adjust via gross-up or as legally permissible.

6. SCHEDULING, CANCELLATIONS & WORKING HOURS

6.1 Scheduling

SSC will use commercially reasonable efforts to deliver per the SoW schedule. Dates depend on timely Client inputs and approvals.

6.2 Cancellations / Rescheduling

Cancellations or reschedules require 48 hours’ notice. If less notice is given, SSC may charge up to two (2) hours against Pack Hours (or billable time) to cover reserved capacity, unless the SoW specifies otherwise.

6.3 After-Hours / On-Site Work

If Client requests after-hours/weekend work or urgent turnaround, SSC may apply an uplift if stated in the SoW; otherwise it is subject to written agreement.

 

7. DELIVERABLES, ACCEPTANCE & SIGN-OFF

7.1 Deliverables

SSC will provide the Deliverables listed in the SoW. Any Deliverable not explicitly listed is out of scope unless agreed via CR.

7.2 Acceptance Process (Default)

Unless the SoW defines a different acceptance process:

  • SSC will submit Deliverables for review.
  • Client must provide written acceptance or a written list of material nonconformities within ten (10) Business Days.
  • If Client does not respond within that period, Deliverables are deemed accepted.

7.3 Defects vs. Enhancements

  • Defect: A reproducible failure to materially meet the SoW-defined acceptance criteria. SSC will remedy defects within a reasonable time.
  • Enhancement/Change: New requirement, changed behavior, additional report, extra automation, rework due to Client change in process—handled via CR and/or Pack Hours.

8. HYPERCARE & SUPPORT

8.1 30-Day Hypercare

Unless the SoW states otherwise, SSC will provide hypercare support for thirty (30) calendar days after Go-Live (the “Hypercare Period”). Hypercare is intended to stabilize the implemented solution and address Defects related to the agreed scope and configurations delivered under the SoW.

  • Items not raised, logged, or confirmed within the Hypercare Period are deemed final and form part of the official project closure and handover.
  • Requests that are enhancements, scope changes, new reports, new automations, additional training, or items outside the SoW are handled via Change Request and/or Pack Hours, even if raised during Hypercare.

8.2 Free Q&A Support Channel

SSC offers a free Q&A support channel under https://www.somethingsomewhere.ph/start-somewhere (subject to that program’s own terms and conditions).

  • The free channel is limited to Q&A and guidance as defined in that program’s terms.
  • Any troubleshooting, configuration changes, implementation work, development, integrations, data work, or requirements beyond the free Q&A scope will be proposed and delivered via Pack Hours and/or a Change Request / SoW amendment.

9. DATA MIGRATION & DATA QUALITY

  1. Unless explicitly included, SSC’s default approach is to migrate master data and opening balances / open transactions only. Full historical migration is excluded unless stated in the SoW.
  2. Client is responsible for data correctness, deduplication decisions, and business validation of imported data.
  3. SSC may provide templates and guidance; Client provides the completed datasets on time.
  4. SSC is not responsible for issues caused by inaccurate, incomplete, or late data.

10. THIRD-PARTY SOFTWARE (INCLUDING ODOO) & DEPENDENCIES

  1. Odoo subscription, hosting (Odoo Online/Odoo.sh/On-prem), domains, email services, cloud infrastructure, and third-party apps/modules are provided under separate terms with their respective vendors unless SSC is explicitly reselling them in the SoW.
  2. SSC is not liable for third-party outages, product changes, vendor policy changes, or limitations of third-party systems.
  3. If Client requests third-party/community modules, Client accepts risks: vendor reliability, security posture, compatibility, and upgrade impact.

11. CONFIDENTIALITY & DATA PROTECTION

  1. Each party will protect the other’s Confidential Information using at least reasonable care and will use it only to perform obligations under the SoW.
  2. Client remains responsible for deciding what personal data is shared and for lawful basis/notice requirements under applicable laws.
  3. SSC will implement reasonable administrative, technical, and organizational measures appropriate to the engagement (e.g., secure sharing of credentials, access limitation).
  4. If SSC becomes aware of a confirmed security incident involving Client Confidential Information in SSC’s control, SSC will notify Client within a reasonable time and cooperate on remediation, subject to legal constraints.

12. INTELLECTUAL PROPERTY (IP)

12.1 Pre-Existing Materials

SSC retains all rights to its pre-existing methodologies, templates, tools, accelerators, and know-how, including any generalized improvements created during delivery.

12.2 Project Deliverables License

Upon full payment, SSC grants Client a perpetual, non-exclusive, non-transferable license to use Deliverables created specifically for Client under the SoW for Client’s internal business purposes.

12.3 Custom Code (If Applicable)

If the SoW includes custom development, the SoW must specify:

  • ownership (assignment vs license),
  • licensing constraints imposed by Odoo and open-source components, and
  • maintenance/upgrade responsibility.

If not specified, custom code is licensed to Client for internal use, and SSC retains the right to reuse non-Client-specific components and know-how.

13. WARRANTIES & DISCLAIMERS

  1. SSC warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.
  2. Except as expressly stated, SSC disclaims all other warranties, express or implied, including fitness for a particular purpose.
  3. SSC does not warrant that Odoo or any third-party software will be error-free or uninterrupted.

14. LIMITATION OF LIABILITY

  1. SSC’s total aggregate liability arising out of or related to the engagement will not exceed the fees paid by Client to SSC in the twelve (12) months preceding the event giving rise to the claim.
  2. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits/revenue, even if advised of the possibility.
  3. SSC is not liable for: (a) Client data quality issues, (b) Client misuse/config changes made without SSC approval, (c) third-party failures, or (d) decisions made by Client contrary to SSC recommendations.

15. TERMINATION & SUSPENSION

15.1 Termination for Cause

Either party may terminate the SoW for material breach if not cured within thirty (30) days of written notice.

15.2 Termination for Convenience

Either party may terminate for convenience with fourteen (14) days written notice unless the SoW states otherwise. In such case, Client will pay for:

  • Services performed up to termination,
  • any committed/non-cancelable costs approved by Client, and
  • any outstanding reimbursables.

15.3 Effect of Termination

Upon termination and subject to payment:

  • SSC will provide a reasonable handover of in-progress materials as defined in the SoW or agreed in writing.
  • Client remains responsible for vendor subscriptions, hosting, and ongoing operation of Odoo.

SSC may suspend Services for non-payment or security/access issues after written notice.

16. NON-SOLICITATION (OPTIONAL BUT COMMON)

During the engagement and for twelve (12) months after its end, Client will not directly solicit for employment any SSC employee/contractor materially involved in the engagement, unless otherwise agreed in writing.

17. FORCE MAJEURE

Neither party is liable for failure/delay due to events beyond reasonable control (e.g., natural disasters, war, strikes, major outages), provided the affected party notifies the other and resumes performance promptly.

 18. GOVERNING LAW & DISPUTE RESOLUTION

These Terms and all SoWs are governed by the laws of the Republic of the Philippines. The parties will attempt good-faith resolution through executive escalation; if unresolved, disputes will be brought before the proper courts of competent jurisdiction in the Philippines (venue to be specified in the SoW if desired).

19. AMENDMENTS

  • Any changes to a signed SoW must be documented via SoW amendment or approved CR.
  • SSC may update these Terms for future engagements; any engagement already governed by a signed SoW will follow the Terms version effective at the SoW signature date unless both parties agree otherwise in writing.

20. NOTICES & CONTACT INFORMATION

Something Somewhere Consulting OPC

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

Phone/WhatsApp: +63 917 188 9695

Email: info@somethingsomewhere.ph

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

21. SIGNATURE / AGREEMENT

These Terms are accepted by signature on the SoW (or by written acceptance referencing these Terms), and apply to all Services under that SoW.