TERMS & CONDITIONS

These Terms and Conditions (“Terms”) govern the services provided by Something Somewhere Consulting OPC, a Philippine one person corporation with office address at 57C Otero Avenue, Mabayuan, Olongapo City, Zambales 2200, Philippines (“SSC,” “Provider,” “we,” “us,” or “our”), to the client identified in the applicable Proposal, Statement of Work, order form, service subscription, or written acceptance (“Client,” “you,” or “your”).

These Terms apply to SSC’s digital transformation consulting, ERP implementation, Odoo consulting, process improvement, change management, automation, training, support, managed adoption, web, digital, technical, and related professional services.

Each engagement is governed by a mutually accepted Proposal, Statement of Work, order form, service pack, retainer, subscription, Change Request, or other written engagement document referencing these Terms (“SoW”).

1. Order of Precedence

If there is a conflict between documents, the following order will apply unless expressly stated otherwise in a signed document:

1. Signed SoW, Proposal, order form, Change Request, or service subscription
2. Any signed Data Processing Agreement, Non-Disclosure Agreement, or special legal addendum
3. These Terms
4. Attachments, exhibits, online descriptions, website materials, or other referenced materials

No purchase order, procurement portal term, email footer, vendor registration term, or client-side standard condition will modify these Terms unless expressly accepted in writing by SSC.

2. Definitions

“Business Day” means Monday to Friday, excluding Philippine public holidays.

“Change Request” or “CR” means any request that changes scope, assumptions, exclusions, timeline, effort, deliverables, service capacity, fees, or risk profile.

“Client Data” means data, records, files, content, images, personal data, business data, system data, transaction data, documents, or materials provided by or on behalf of Client.

“Confidential Information” means non-public information disclosed by one party to the other, whether written, oral, visual, electronic, system-based, or otherwise, that is marked confidential or should reasonably be understood as confidential given its nature or the circumstances of disclosure.

“Deliverables” means the tangible outputs expressly listed in the applicable SoW, such as configurations, documentation, reports, training materials, templates, process maps, scripts, code, designs, dashboards, workflows, or other agreed work products.

“Fees” means the amounts payable by Client to SSC under the applicable SoW.

“Pack Hours” means prepaid consulting or technical service hours under a Success Pack, Server Pack, support pack, or similar service pack.

“Personal Data” has the meaning given under applicable Philippine data privacy laws and regulations.

“Services” means the consulting, implementation, configuration, training, project management, support, technical, development, adoption, transformation, automation, digital, web, marketing, or other professional services described in the applicable SoW.

“SoW” means the applicable Proposal, Statement of Work, order form, accepted quotation, Change Request, service subscription, retainer agreement, or written engagement document accepted by both parties.

“Third-Party Services” means software, hosting, platforms, cloud services, applications, modules, plug-ins, APIs, connectors, payment services, logistics services, messaging services, AI tools, telecommunications, domains, email services, or other services not owned or controlled by SSC.

3. Engagement Structure

SSC provides Services only under an agreed SoW or written instruction accepted by SSC.

The SoW will define the applicable scope, deliverables, assumptions, exclusions, timeline, fees, payment terms, service model, Client responsibilities, acceptance criteria, and other engagement-specific terms.

SSC is not obligated to perform services outside the applicable SoW unless covered by an approved Change Request, additional service pack, retainer capacity, or written agreement.

4. Service Models

4.1 Fixed-Fee Services

A fixed-fee engagement applies only to the exact scope and Deliverables stated in the SoW.

Unless the SoW states otherwise, fixed-fee billing follows the milestone schedule stated in the SoW. If no milestone schedule is stated, SSC may invoice as follows:

1. 50% upon SoW signing or written acceptance
2. 40% upon Business Testing, UAT sign-off, or equivalent readiness gate
3. 10% upon Go-Live or project completion

Fixed-fee pricing depends on the assumptions, dependencies, exclusions, timeline, and Client responsibilities stated in the SoW. Any change to these items may require a Change Request.

4.2 Time and Materials Services

For time and materials engagements, Client pays based on actual time spent and agreed rates or pack drawdown rules.

Time may include workshops, meetings, configuration, analysis, documentation, design, testing support, project coordination, communications, troubleshooting, research, internal review, handover preparation, deployment support, and other activities reasonably related to the engagement.

Unless the SoW states otherwise, time is tracked in 15-minute increments.

4.3 Success Packs, Server Packs, and Other Prepaid Packs

Pack Hours are prepaid hours that may be used for eligible Services as agreed with SSC.

Unless the SoW states otherwise:

1. Pack Hours expire 12 months from invoice date.
2. Unused Pack Hours are non-refundable.
3. Unused Pack Hours may be transferred to another SSC service within the validity period, subject to scope fit, resource availability, and SSC’s written confirmation.
4. Pack Hours are consumed based on actual time spent.
5. SSC may decline use of Pack Hours for services requiring a separate project, fixed scope, third-party cost, or special risk treatment.

Server Pack scope does not include third-party hosting fees, cloud costs, Odoo subscriptions, licenses, domains, email services, hardware, or vendor fees unless expressly stated in the SoW.

4.4 Sustain Pack and Retainer Services

Sustain Pack and retainer services are governed by tier, term, monthly capacity, service boundaries, cadence, rollover rules, and overage treatment.

Unless the SoW states otherwise:

1. Sustain Pack is a managed adoption, support, backlog governance, and controlled improvement service.
2. It is not an unlimited support pool.
3. Requests are handled based on fit within the selected tier and available monthly capacity.
4. Larger requests, new integrations, major deployments, custom development, heavy data work, major reporting programs, or new module rollouts are handled separately by Change Request, Success Pack, or new SoW.
5. Rollover is limited to up to 25% of monthly included hours and is valid for 1 month only.
6. Overage is billed at the applicable tier overage rate or handled by tier upgrade, Change Request, or separate pack.

Minimum terms, pricing, capacity, and cadence will be stated in the SoW.

4.5 Start Somewhere, Free Guidance, or Introductory Advisory

Any free, introductory, discovery, Q&A, or relationship-entry guidance is provided on a fair-use, non-production, non-DB-access basis unless otherwise agreed in writing.

Free guidance does not include formal implementation, troubleshooting, database access, configuration, deliverables, service-level commitments, emergency support, or professional liability beyond the limits allowed by law.

5. Delivery Approach

SSC follows a standard-first delivery approach:

1. Configure standard features first
2. Use Studio, automation, built-in tools, or low-code options where appropriate
3. Use trusted third-party or community modules only when justified
4. Use custom code only as a last resort and only with approved scope, acceptance criteria, and commercial treatment

Client acknowledges that minimizing unnecessary customization helps reduce implementation risk, timeline, cost, technical debt, maintenance burden, and future upgrade effort.

SSC may challenge Client requests, recommend phased delivery, or route non-essential items to backlog, Sustain Pack, Success Pack, or Change Request where this protects project success.

6. Governance, Decisions, and Communications

The parties will follow the governance, cadence, and escalation process stated in the SoW.

SSC may issue meeting notes, action lists, decision logs, configuration logs, backlog items, risk logs, or other project records.

Email, messaging, project tools, Odoo tasks, or other written channels may be used for decisions and approvals unless the SoW requires formal signature.

Client must ensure that its Sponsor, Client Project Lead, Single Point of Contact, or authorized representative has authority to make decisions, approve deliverables, provide direction, prioritize work, and accept outputs.

7. Change Control

Any request that affects scope, deliverables, assumptions, exclusions, timeline, effort, fees, service capacity, governance, risk, data scope, integration scope, customization level, or deployment conditions is subject to Change Request.

A Change Request may include:

1. Description of the request
2. Business reason
3. Standard-first options considered
4. Estimated work effort
5. Fees and payment terms
6. Timeline impact
7. Risks and dependencies
8. Acceptance criteria
9. Approval section

SSC is not required to start out-of-scope work until the Change Request is approved in writing.

Time spent assessing, estimating, designing, or documenting a Change Request may be billable unless the SoW states otherwise.

8. Client Responsibilities

Client agrees to:

1. Appoint a Sponsor and Client Project Lead or Single Point of Contact with authority to make timely decisions.
2. Provide access to relevant systems, data, records, environments, personnel, policies, reports, and third-party vendors.
3. Assign data owners responsible for data cleansing, validation, mapping decisions, and approval.
4. Provide accurate, complete, and timely Client Data.
5. Ensure key users attend workshops, training, Business Testing, UAT, and sign-off sessions.
6. Review and approve or reject Deliverables within the review period stated in the SoW or, if none is stated, within 5 Business Days.
7. Maintain internal controls, accounting policies, approval policies, segregation of duties, security rules, and business process ownership.
8. Provide timely access to admin accounts, DNS, SMTP, API keys, sandboxes, test accounts, devices, and other technical requirements where needed.
9. Secure required third-party approvals, vendor coordination, subscriptions, and licenses.
10. Ensure that Client’s employees, contractors, vendors, and representatives cooperate with the project.

If Client responsibilities are delayed, incomplete, inaccurate, or unavailable, SSC may re-baseline the schedule, charge additional fees, suspend affected work, or issue a Change Request.

9. Fees, Invoicing, and Payment

Unless the SoW states otherwise:

1. Invoices are due 14 calendar days from invoice date.
2. Fees are exclusive of VAT, withholding tax, bank charges, remittance charges, and other applicable taxes or charges.
3. Late payments may incur a finance charge of 1.5% per month on overdue amounts, or the maximum allowed by law if lower.
4. Client is responsible for bank fees, transfer fees, currency conversion fees, and other payment charges unless prohibited by law.
5. Payments must be made in the currency stated in the SoW.
6. Client may not withhold payment for undisputed amounts due to a dispute over another invoice, milestone, entity, business unit, or service line.

If Client disputes an invoice in good faith, Client must notify SSC in writing before the due date, identify the disputed portion, and pay all undisputed amounts on time.

10. Taxes and Withholding

Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

If Client is legally required to withhold tax, Client must:

1. Withhold only the amount required by law.
2. Remit the withheld amount to the proper authority on time.
3. Provide SSC with official withholding tax certificates and supporting documents within the legally required period.
4. Cooperate with SSC in reconciling withholding records.

If the SoW states that SSC must receive a net amount, the parties will apply a lawful gross-up or other legally permissible adjustment.

11. Reimbursable Expenses, Travel, Meals, and Field Allowance

Unless separately agreed in the SoW, Client-approved out-of-town, on-site, field, or travel-related work expenses are reimbursable by Client.

Reimbursable expenses may include:

1. Transportation
2. Parking
3. Tolls
4. Airfare
5. Lodging
6. Meals
7. Local transfers
8. Shipping
9. Venue costs
10. Internet or connectivity costs needed for on-site delivery
11. Other reasonable travel or field deployment expenses

Unless the SoW states otherwise:

1. Reimbursable expenses are charged at actual cost.
2. Meals may be charged at actual cost or at a de minimis meal allowance of up to PHP 250 per consultant per meal.
3. For full-day out-of-town deployment, SSC may charge a de minimis field allowance of PHP 1,000 per consultant per day.
4. Major travel expenses must be pre-approved by Client in writing.
5. Emergency or same-day travel requested by Client may be subject to availability and additional cost.
6. Reimbursables may be invoiced separately or included in the next invoice.

12. Service Window, Scheduling, and After-Hours Work

Unless the SoW states otherwise, SSC’s standard service window is Monday to Friday, 06:00 to 22:00 Asia/Manila, excluding Philippine public holidays.

Work outside the standard service window is optional and subject to SSC availability.

Unless the SoW states otherwise:

1. Urgent weekday support from 22:00 to 06:00 Asia/Manila may be charged at 1.5x the applicable rate.
2. Weekend or Philippine holiday work may be charged at 2.0x the applicable rate.
3. After-hours, weekend, holiday, or urgent work has a 2-hour minimum call-out.
4. Any after-hours work must be approved in writing unless emergency support has been pre-authorized in the SoW.

Scheduled workshops, meetings, training, UAT sessions, and deployment activities require reasonable notice and confirmation.

13. Cancellations and Rescheduling

Unless the SoW states otherwise, cancellations or rescheduling require at least 48 hours’ written notice.

If Client cancels or reschedules with less than 48 hours’ notice, SSC may charge up to 2 hours of billable time or deduct up to 2 hours from available Pack Hours or retainer capacity to cover reserved capacity and preparation time.

For on-site work, Client may also be responsible for non-refundable travel, lodging, venue, or other committed expenses.

14. Deliverables, Review, and Acceptance

Deliverables are limited to those expressly listed in the SoW.

Unless the SoW states a different review period, Client must accept or reject each Deliverable within 5 Business Days after delivery.

A rejection must be in writing and must identify specific, objective non-conformities against the agreed scope or acceptance criteria.

SSC will correct valid non-conformities within a reasonable period. Corrections do not include new scope, changed requirements, preference changes, additional features, redesign, rework caused by inaccurate Client Data, or issues caused by third-party services unless agreed under Change Request.

A Deliverable is deemed accepted if:

1. Client gives written acceptance.
2. Client uses the Deliverable in production or for business operations.
3. Client does not reject the Deliverable within the review period.
4. Client delays review due to unavailable users, decision-makers, data, or access after SSC has submitted the Deliverable for review.

15. Business Testing, UAT, and Go-Live

Client is responsible for Business Testing, UAT participation, test scenario confirmation, test data validation, and business sign-off.

SSC may provide test scripts, testing guidance, defect triage, configuration fixes, retesting support, and go-live readiness support as stated in the SoW.

Go-live requires Client approval or deemed approval based on the agreed readiness process.

Go-live does not mean every desired improvement, backlog item, optional item, or future phase item has been completed. Go-live means the agreed production scope is ready for operational use based on approved acceptance criteria.

16. Data Migration and Data Quality

Unless the SoW states otherwise, data migration is limited to agreed master data, opening balances, opening stock, open transactions, and other specifically listed data sets.

Client is responsible for:

1. Data ownership
2. Data cleansing
3. Completeness
4. Accuracy
5. Deduplication
6. Mapping decisions
7. Validation
8. Approval of migrated data
9. Reconciliation against source records
10. Compliance with data retention and privacy requirements

SSC may provide templates, import guidance, trial imports, mapping support, and validation assistance as stated in the SoW.

Historical data migration, large backfills, data reconstruction, data cleansing, data deduplication, reconciliation, document attachment migration, legacy report replication, and data repair are excluded unless expressly included in the SoW.

SSC is not responsible for errors, delays, rework, reporting issues, or operational issues caused by incomplete, inaccurate, inconsistent, duplicate, late, or unvalidated Client Data.

17. Third-Party Software, Odoo, Hosting, and External Services

Client acknowledges that Odoo, Odoo Online, Odoo.sh, third-party hosting, community modules, app store modules, cloud providers, payment gateways, logistics providers, banks, email services, AI tools, APIs, connectors, and other Third-Party Services are not controlled by SSC.

Unless expressly included in the SoW, SSC is not responsible for:

1. Third-party license fees
2. Hosting fees
3. Cloud costs
4. Domain fees
5. Email service fees
6. Odoo subscription fees
7. Vendor support fees
8. Third-party downtime
9. API changes
10. Vendor policy changes
11. Third-party security incidents
12. Third-party discontinuation or price changes

Client’s use of Third-Party Services is governed by the applicable third-party terms.

SSC may recommend, configure, or support Third-Party Services, but such assistance does not make SSC responsible for the third party’s performance, availability, security, pricing, licensing, or compliance.

18. Security, Access, and Credentials

Client is responsible for maintaining proper access control, user roles, passwords, multi-factor authentication, administrator accounts, approval policies, employee access changes, and internal security procedures.

Client must promptly remove access for former employees, contractors, vendors, or users who no longer require access.

SSC may request administrator access, developer access, API credentials, hosting credentials, test accounts, or other system access needed to perform the Services. Client is responsible for authorizing and monitoring such access.

SSC will use commercially reasonable efforts to protect credentials provided to SSC. Client should avoid sharing unnecessary credentials and should rotate credentials where appropriate after project completion, role change, security incident, or handover.

SSC is not responsible for security incidents caused by Client’s access decisions, weak passwords, shared accounts, missing access reviews, unauthorized Client-side changes, third-party systems, or actions outside SSC’s control.

19. Confidentiality

Each party must protect the other party’s Confidential Information using at least reasonable care and may use it only for the purpose of the engagement.

The receiving party may disclose Confidential Information only to its directors, officers, employees, contractors, subcontractors, professional advisers, affiliates, or service providers who need to know it for the engagement and who are bound by confidentiality obligations.

Confidential Information does not include information that:

1. Is or becomes public through no breach by the receiving party.
2. Was already lawfully known by the receiving party.
3. Is lawfully received from a third party without confidentiality restriction.
4. Is independently developed without use of the disclosing party’s Confidential Information.
5. Must be disclosed by law, court order, regulator, or government authority.

If disclosure is legally required, the receiving party will, where legally permitted, give reasonable notice to the disclosing party and limit disclosure to what is required.

Confidentiality obligations continue for 3 years after the end of the engagement. Trade secrets, source code, security credentials, personal data, financial data, and highly sensitive business information remain protected for as long as they remain non-public and legally protectable.

20. Data Privacy

Each party must comply with applicable Philippine data privacy laws and regulations in relation to Personal Data processed under the engagement.

Client remains the primary owner or controller of Client Data and is responsible for ensuring that it has the legal basis, notices, consents, authority, and internal approvals required to provide Personal Data to SSC.

SSC may process Personal Data as needed for:

1. Service delivery
2. Project management
3. Support
4. Documentation
5. Access management
6. Training
7. Business Testing and UAT support
8. Data migration assistance
9. System configuration
10. Project communication
11. Billing and administration
12. Legal and compliance purposes

SSC will use commercially reasonable safeguards appropriate to the nature of the Personal Data and the Services.

Client must not provide sensitive personal information, employee records, customer records, payroll data, health data, financial data, identity documents, or other regulated data unless necessary for the Services and covered by appropriate instructions, safeguards, and access controls.

The parties may enter into a separate Data Processing Agreement or data privacy addendum where required by law, Client policy, project scope, or data sensitivity.

21. Artificial Intelligence and Productivity Tools

SSC may use AI-assisted, automation, documentation, productivity, testing, analysis, research, or development tools to support internal work acceleration and service delivery.

SSC will not intentionally upload Client Confidential Information or Personal Data into public AI tools unless:

1. Client has approved it in writing;
2. the information has been anonymized or de-identified; or
3. the tool and usage are covered by appropriate confidentiality, security, and data processing safeguards.

AI-assisted outputs remain subject to professional review before being delivered to Client where they form part of a Deliverable.

Client remains responsible for validating business decisions, legal decisions, tax decisions, accounting decisions, HR decisions, operational policies, and management decisions.

22. Intellectual Property

22.1 Client Materials and Client Data

Client retains ownership of Client Data, Client Confidential Information, client-specific records, source business documents, and materials provided by Client.

Client grants SSC a limited right to use Client Data and Client materials as needed to perform the Services.

22.2 SSC Pre-Existing Materials

SSC retains ownership of its pre-existing materials, methodologies, frameworks, templates, checklists, playbooks, accelerators, scripts, know-how, reusable components, training approaches, documentation structures, proposal structures, tools, and consulting methods.

This includes materials developed before the engagement and materials that are generic, reusable, or not uniquely dependent on Client Confidential Information.

22.3 Deliverables

Upon full payment of all applicable Fees, Client receives a non-exclusive, perpetual, internal-use license to use the Deliverables for Client’s own internal business operations, subject to these Terms and any third-party license restrictions.

Unless the SoW expressly transfers ownership, SSC retains ownership of reusable components, methodologies, templates, and general know-how embedded in the Deliverables.

22.4 Custom Code

Custom code ownership and licensing will be handled in the SoW or Change Request.

If the SoW is silent, SSC retains ownership of reusable code components, development patterns, accelerators, and general methods, and Client receives a non-exclusive, perpetual, internal-use license to use the custom code in Client’s own environment after full payment.

Client may not resell, sublicense, publish, distribute, or commercially exploit SSC-owned materials unless expressly agreed in writing.

22.5 Third-Party and Open-Source Components

Third-party and open-source components remain governed by their applicable licenses.

Nothing in these Terms transfers ownership of Odoo, third-party software, open-source components, app store modules, community modules, or vendor-owned materials.

23. Marketing, Publicity, References, Photos, and Case Studies

Unless Client opts out by written notice to SSC, Client permits SSC to identify Client as an SSC client or project reference.

This permission includes use of Client’s name, logo, public brand marks, non-confidential project descriptions, industry category, general scope description, and high-level business outcomes in SSC’s website, pitch decks, proposals, credentials, social media, marketing materials, sales materials, and internal or external presentations.

Unless Client restricts it in writing, SSC may take and use general workshop, meeting, team, training, go-live, or event photos for reasonable marketing, documentation, and relationship purposes.

However, SSC will not intentionally publish the following without Client approval or appropriate anonymization:

1. Confidential Information
2. Personal Data requiring consent or protection
3. System screenshots showing Client data
4. Screen recordings
5. Financial information
6. Customer or employee records
7. Non-public process details
8. Security architecture
9. Credentials or access information
10. Sensitive operational information
11. Named testimonials
12. Named case studies with detailed results
13. Videos featuring identifiable individuals in a testimonial or endorsement context

Client may opt out of future marketing use by written notice to SSC. Opt-out will apply prospectively and will not require retroactive removal of materials already lawfully printed, distributed, submitted, or published, unless required by law or agreed in writing.

Client represents that any logo, brand asset, image, quote, testimonial, or media file it provides to SSC may be used for the approved purpose.

24. Subcontractors and Partner Consultants

SSC may use employees, contractors, subcontractors, freelance specialists, partner consultants, affiliates, or service providers to deliver the Services.

SSC remains responsible for the work performed by its subcontractors under the applicable SoW.

SSC will require subcontractors who access Client Confidential Information or Personal Data to be bound by appropriate confidentiality and data protection obligations.

25. Independent Contractor

SSC is an independent contractor.

Nothing in these Terms creates an employer-employee relationship, agency, joint venture, partnership, franchise, or representative relationship between the parties.

SSC controls the manner and method of performing the Services, subject to the agreed outcomes, scope, deliverables, and governance requirements.

Client is responsible for its own employees, contractors, internal policies, business decisions, and operational adoption.

26. Professional Judgment, Client Decisions, and Regulated Advice

SSC provides consulting, technology, transformation, ERP, implementation, process, change, automation, and related professional services.

SSC does not provide legal, tax, audit, investment, medical, or regulated professional advice unless expressly stated in a separate signed agreement and delivered by appropriately licensed professionals.

Client is responsible for obtaining advice from its own legal, tax, accounting, audit, HR, compliance, security, and regulatory advisers where needed.

Client is responsible for final approval of business processes, accounting configuration, tax setup, payroll treatment, compliance treatment, management decisions, internal controls, and operational policies.

27. Warranties and Disclaimers

SSC will perform the Services in a professional and commercially reasonable manner.

SSC does not warrant that:

1. Odoo, third-party software, hosting, or external services will be uninterrupted, error-free, or secure.
2. Every issue will be resolved within a specific time unless the SoW states a service level.
3. The Services will produce a specific financial, operational, legal, tax, accounting, adoption, revenue, profit, or business outcome.
4. Client will achieve transformation benefits without Client-side adoption, leadership support, process discipline, data quality, and user participation.
5. Customizations, third-party modules, or integrations will remain compatible with all future versions, upgrades, vendor changes, or API changes.

All other warranties are disclaimed to the maximum extent allowed by law.

28. Limitation of Liability

To the maximum extent allowed by law, SSC’s total aggregate liability arising out of or related to the applicable engagement will not exceed the Fees actually paid by Client to SSC under the applicable SoW during the 3 months immediately preceding the event giving rise to the claim.

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or business interruption, even if advised of the possibility.

SSC is not liable for losses caused by:

1. Client Data quality issues
2. Client’s delayed decisions or approvals
3. Client’s failure to perform responsibilities
4. Client’s misuse of systems or Deliverables
5. Client-side configuration changes not approved by SSC
6. Third-party software or service failures
7. Vendor outages or API changes
8. Security issues outside SSC’s reasonable control
9. Instructions given by Client contrary to SSC recommendations
10. Use of Deliverables outside the agreed scope
11. Business, legal, tax, accounting, or regulatory decisions made by Client

The liability cap does not apply to unpaid Fees, confidentiality breach, IP misuse, fraud, willful misconduct, or data privacy violations caused by a party’s own non-compliance, to the extent such exclusion from the cap is required or allowed by law.

29. Indemnity

Client will defend, indemnify, and hold SSC harmless from third-party claims, losses, damages, penalties, costs, or expenses arising from:

1. Client Data or materials provided to SSC
2. Client’s breach of law or third-party rights
3. Client’s unauthorized use of third-party software, data, content, images, logos, or systems
4. Client’s instructions to SSC that violate law, contract, or third-party rights
5. Client’s use of Deliverables outside the agreed scope
6. Client’s failure to obtain required consents, licenses, approvals, or permissions

SSC will defend, indemnify, and hold Client harmless from third-party claims that SSC-owned materials, as delivered by SSC and used within the agreed scope, infringe a third party’s intellectual property rights, except where the claim arises from Client materials, Client instructions, third-party components, open-source software, Odoo, modifications not made by SSC, or use outside the agreed scope.

30. Suspension of Services

SSC may suspend Services after 14 days’ written notice if Client fails to pay undisputed overdue amounts.

SSC may suspend Services immediately or on shorter notice if necessary due to security risk, unauthorized access, legal risk, abusive conduct, unsafe working conditions, non-compliance, or Client instructions that may cause harm, breach law, breach third-party rights, or compromise system integrity.

Suspension does not waive SSC’s right to payment, termination, or other remedies.

Timelines may be re-baselined after suspension.

31. Termination for Cause

Either party may terminate the applicable SoW for material breach if the breaching party fails to cure the breach within 30 days after written notice.

SSC may terminate immediately if Client:

1. Uses the Services for illegal activity
2. Repeatedly fails to pay undisputed amounts
3. Misuses SSC IP or Confidential Information
4. Creates unreasonable security, legal, or safety risk
5. Provides false or materially misleading information
6. Refuses required access, decisions, or approvals in a way that makes delivery impractical

32. Termination for Convenience

Either party may terminate an implementation, consulting, or fixed-scope engagement for convenience with 30 days’ written notice unless the SoW states otherwise.

For Sustain Pack, retainer, or subscription services, the applicable minimum term, renewal rule, and notice period stated in the SoW will apply. If no notice period is stated, 30 days’ written notice applies after the minimum term.

Upon termination for convenience, Client must pay:

1. Services performed up to the termination date
2. Completed milestones
3. Partially completed work based on reasonable progress or time spent
4. Approved expenses and reimbursables
5. Committed non-cancellable costs
6. Third-party charges incurred or committed
7. Transition or handover services requested by Client
8. Any other amounts due under the SoW

Prepaid Pack Hours are not refundable, but unused valid Pack Hours may be transferred to another SSC service within the validity period, subject to scope fit and SSC’s written confirmation.

33. Effect of Termination

Upon termination and subject to full payment of amounts due:

1. SSC will provide reasonable handover of in-progress materials within the paid scope.
2. Client remains responsible for third-party subscriptions, hosting, licenses, Odoo subscriptions, vendor fees, and ongoing system operation.
3. Each party must return or destroy Confidential Information upon written request, except copies retained for legal, backup, accounting, audit, or compliance purposes.
4. Sections intended to survive termination will continue, including confidentiality, data privacy, IP, payment, limitation of liability, indemnity, marketing rights already granted, dispute resolution, and governing law.

34. Non-Solicitation

During the engagement and for 12 months after its end, Client will not directly solicit for employment or engagement any SSC employee, contractor, subcontractor, or consultant materially involved in the engagement without SSC’s prior written consent.

This does not prohibit general job advertisements not specifically targeted at SSC personnel.

If Client breaches this clause, Client agrees that SSC may suffer recruitment, replacement, training, delivery, and business disruption costs. SSC may seek legal and equitable remedies available under law.

35. Non-Exclusivity

SSC may provide services to other clients, including clients in the same or similar industries, provided SSC does not misuse Client Confidential Information.

Nothing in these Terms prevents SSC from using general skills, experience, know-how, methods, or ideas developed or learned during the engagement, provided SSC does not disclose Client Confidential Information or violate applicable IP rights.

36. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, typhoons, floods, earthquakes, fire, war, terrorism, civil unrest, labor disputes, epidemic, pandemic, government action, power outage, major internet outage, vendor outage, cloud outage, cyber incident not caused by the affected party’s breach, or other force majeure event.

The affected party must notify the other party as soon as reasonably practical and resume performance when the event is resolved.

If a force majeure event continues for more than 60 days and materially prevents performance, either party may terminate the affected SoW by written notice.

37. Assignment

Client may not assign or transfer the SoW or these Terms without SSC’s prior written consent.

SSC may assign these Terms or an SoW to an affiliate, successor, or purchaser of substantially all of SSC’s business or assets, provided the assignee assumes SSC’s obligations.

38. Notices

Formal notices must be sent in writing to the addresses below or to any updated notice address provided by a party in writing.

For SSC:

Something Somewhere Consulting OPC

57C Otero Avenue, Mabayuan

Olongapo City, Zambales 2200

Philippines

Email: info@somethingsomewhere.ph

Phone / WhatsApp: +63 917 188 9695

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

Notices may be sent by personal delivery, courier, registered mail, or email. Email notice is effective when sent, unless the sender receives an automated failure notice.

39. Governing Law and Dispute Resolution

These Terms and all SoWs are governed by the laws of the Republic of the Philippines.

The parties will first attempt to resolve disputes in good faith through executive escalation.

If unresolved, disputes will be brought before the proper courts of competent jurisdiction in the Philippines.

Nothing prevents either party from seeking urgent injunctive or equitable relief to protect Confidential Information, Personal Data, intellectual property, system access, or security.

40. Amendments and Updates

Any change to a signed SoW must be documented through a signed amendment, approved Change Request, accepted quotation, or written agreement.

SSC may update these Terms from time to time for future engagements. Existing signed SoWs will continue to be governed by the Terms version effective at the time of SoW acceptance unless both parties agree otherwise in writing.

41. Website Materials and Online Content

SSC’s website, brochures, pitch decks, social posts, service pages, blogs, videos, marketing materials, and online content are provided for general information only.

They do not create a binding service commitment unless incorporated into an accepted SoW.

Website content may describe general services, packages, service tiers, examples, estimated ranges, or typical approaches. The actual scope, fees, timeline, deliverables, assumptions, exclusions, and obligations will be those stated in the applicable SoW.

Client may not copy, reproduce, republish, scrape, sell, or commercially exploit SSC website content, templates, materials, diagrams, frameworks, or marketing content without SSC’s written consent.

42. Electronic Signatures and Written Acceptance

The parties may accept SoWs, Change Requests, proposals, order forms, and other engagement documents through handwritten signature, electronic signature, email confirmation, messaging confirmation, purchase confirmation, payment, or other written acceptance recognized by SSC.

Electronic signatures and written electronic approvals are valid and binding to the maximum extent allowed by law.

43. Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in effect. The invalid provision will be replaced or interpreted to give effect to the parties’ original intent as closely as legally possible.

44. Waiver

A party’s failure to enforce any provision does not waive its right to enforce that provision later.

A waiver must be in writing and applies only to the specific instance stated.

45. Entire Agreement

These Terms, together with the applicable SoW and referenced documents, form the entire agreement between SSC and Client for the applicable engagement and replace prior discussions, proposals, or communications on the same subject, unless expressly preserved in the SoW.

46. Acceptance

Client accepts these Terms by signing an SoW, accepting a proposal, approving a Change Request, issuing a purchase order accepted by SSC, paying an invoice, accessing Services, or otherwise confirming engagement with SSC in writing.