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, accepted quotation, Change Request, or other written engagement document ("Client," "you," or "your").

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

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

Version: 2026.08  |  Effective date: 23 August 2026. For an existing engagement, the version of these Terms referenced, supplied, or made reasonably available when the applicable SoW was accepted continues to govern unless both parties agree otherwise in writing.

1. Order of Precedence

If there is a conflict between documents, the following order applies unless a signed document expressly states otherwise:

1. The applicable signed or otherwise validly accepted SoW, Proposal, order form, Change Request, service subscription, or accepted quotation.
2. Any signed Data Processing Agreement ("DPA"), Non-Disclosure Agreement ("NDA"), or special legal addendum, but only with respect to the subject matter specifically governed by that document.
3. The version of these Terms incorporated into, referenced by, supplied with, or made reasonably available in connection with the applicable SoW at the time of acceptance.
4. Attachments, exhibits, online descriptions, service pages, website materials, or other referenced materials.

No purchase order, procurement portal term, email footer, vendor registration term, or Client standard condition modifies these Terms unless SSC expressly accepts the modification in writing through an authorized representative.

A link to these Terms appearing on an invoice, statement, service notice, or other reminder is for reference and notice. It does not by itself replace the Terms version already governing an accepted SoW.

2. Definitions

"Applicable Data Protection Law" means Republic Act No. 10173 (the Data Privacy Act of 2012 or "DPA"), its Implementing Rules and Regulations, applicable issuances of the National Privacy Commission ("NPC"), and any other mandatory privacy or data protection law expressly applicable to the processing, in each case as amended or replaced.

"AI Tool" means an artificial intelligence, machine learning, generative AI, automated analysis, code-assistance, transcription, summarization, or similar tool used in connection with the Services.

"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, data scope, integration scope, security requirements, or risk profile.

"Client Data" means data, records, files, content, images, Personal Data, business data, system data, transaction data, documents, credentials, or materials provided by, collected for, accessed from, or processed 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.

"Data Subject," "Personal Information," "Sensitive Personal Information," "Privileged Information," "Personal Information Controller" ("PIC"), and "Personal Information Processor" ("PIP") have the meanings given under Applicable Data Protection Law.

"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" means Personal Information, Sensitive Personal Information, and Privileged Information to the extent protected by Applicable Data Protection Law.

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed.

"Security Incident" means an event that compromises or reasonably threatens the confidentiality, integrity, or availability of systems, credentials, or data, whether or not the event constitutes a Personal Data Breach requiring notification.

"Services" means the consulting, implementation, configuration, training, project management, support, technical, development, adoption, transformation, automation, digital, web, marketing, data migration, integration, 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.

"Subprocessor" means a third party engaged by SSC that processes Personal Data on behalf of Client in support of Services for which SSC acts as a PIP.

"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, privacy 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.
11. Ensure that Client has an appropriate lawful basis, authority, notices, consents where required, and internal approvals to collect, use, disclose, migrate, or otherwise process Client Data supplied to or made accessible to SSC.
12. Identify in advance any Sensitive Personal Information, Privileged Information, regulated records, export-controlled information, or unusually high-risk data that SSC may encounter, and provide appropriate handling instructions.
13. Maintain authoritative source records and reasonable backups before material migrations, imports, data transformations, bulk updates, integrations, or configuration changes, unless backup responsibility is expressly assigned to SSC in the SoW.
14. Provide current privacy, DPO, security, and incident-response contacts where Personal Data or material system access is involved.
15. Conduct or approve Privacy Impact Assessments, retention rules, registration requirements, employee/customer notices, and other Client-side compliance measures where required by law or Client policy, unless expressly included in SSC's scope.

If Client responsibilities are delayed, incomplete, inaccurate, unlawful, insecure, or unavailable, SSC may re-baseline the schedule, require safer handling instructions, 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 and identifying the authoritative source.
2. Data cleansing, completeness, accuracy, deduplication, and mapping decisions.
3. Validation and approval of migrated data.
4. Reconciliation against source records.
5. Compliance with data retention, confidentiality, and privacy requirements.
6. Maintaining a recoverable source copy or backup before material migration or cutover unless the SoW assigns that responsibility to SSC.

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

Where reasonably practicable, the parties should use minimized, masked, anonymized, pseudonymized, or representative test data for development and testing. Production Personal Data should be used in non-production environments only where reasonably necessary and with appropriate access controls.

Client will use the agreed secure transfer method for files containing Confidential Information or Personal Data. SSC may reject or request replacement of files sent through materially insecure channels.

Historical data migration, large backfills, data reconstruction, data cleansing, data deduplication, unmanaged 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, unlawfully collected, or unvalidated Client Data. If Client directs SSC to proceed after SSC identifies a material data-quality or data-protection concern, the documented Client instruction will be treated as a Client decision, without relieving SSC of obligations that cannot lawfully be waived.

Temporary working copies of Client Data will be handled in accordance with Sections 18, 19, and 20 and any applicable DPA.

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 third-party license fees, hosting fees, cloud costs, domain fees, email service fees, Odoo subscription fees, vendor support fees, third-party downtime, API changes, vendor policy changes, third-party discontinuation, price changes, or independent acts and omissions of third-party providers.

Client's direct use of Third-Party Services is governed by the applicable third-party terms. SSC may recommend, configure, integrate, or support Third-Party Services, but such assistance does not make SSC the provider of the third-party service.

Where a Third-Party Service is engaged by SSC as a Subprocessor to process Personal Data on Client's behalf, Sections 20 and 24 apply, and SSC will require data protection obligations appropriate to the processing. This does not convert an independently contracted Client vendor into an SSC Subprocessor.

Nothing in this Section excludes or limits SSC's own statutory obligations in relation to Personal Data or security to the extent those obligations apply to SSC.

18. Security, Access, and Credentials

Security is a shared responsibility. Each party will implement reasonable and appropriate organizational, physical, and technical safeguards proportionate to the nature of the systems, access, and data within its control.

SSC will use commercially reasonable measures to protect credentials and Client Data provided to or accessed by SSC, including access limitation, confidentiality obligations, reasonable device and account security, and secure handling practices appropriate to the Services. No security measure can guarantee that an incident will never occur.

Client is responsible for maintaining proper access control, user roles, passwords, multi-factor authentication, administrator accounts, approval policies, employee access changes, network controls, endpoint security, backups, and internal security procedures for Client-controlled environments unless expressly included in the SoW.

Client must promptly remove access for former employees, contractors, vendors, or users who no longer require access. Client should provide SSC only the minimum access reasonably needed for the Services and should use named accounts where practicable.

Credentials, API keys, recovery codes, database passwords, and comparable secrets are Confidential Information. The parties should avoid sending such secrets through ordinary email or chat when a more secure method is reasonably available. Client should rotate credentials where appropriate after project completion, role change, security incident, or handover.

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 such access and for confirming any internal approvals required.

SSC may refuse, pause, or request an alternative to an instruction or transfer method that reasonably appears to create a material security, privacy, legal, or system-integrity risk.

Security Incidents and Personal Data Breaches involving Client Data are handled under Section 20.10.

SSC is not responsible for incidents caused by Client's access decisions, weak or shared credentials, failure to revoke access, Client-side changes, Client-managed infrastructure, malware or compromise outside SSC's control, or Third-Party Services, except to the extent the incident is directly caused by SSC's own breach of an applicable obligation.

19. Confidentiality

Each party must protect the other party's Confidential Information using at least reasonable care and no less than the care it uses for information of similar sensitivity. Confidential Information may be used only for the engagement, the exercise of contractual rights, legal compliance, security, or other purposes expressly permitted by these Terms or the applicable SoW.

The receiving party may disclose Confidential Information only to its directors, officers, employees, contractors, subcontractors, professional advisers, affiliates, service providers, and authorized representatives who need to know it for a permitted purpose and who are bound by confidentiality obligations appropriate to the information.

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 without confidentiality restriction.
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.

The receiving party will promptly take reasonable steps to contain and address unauthorized access to or disclosure of Confidential Information that it becomes aware of. Personal Data incidents are additionally governed by Section 20.

General Client references, project publicity, photographs, and case studies are governed specifically by Section 23 and are not authorized merely because information is not marked confidential.

Confidentiality obligations continue for 5 years after the end of the engagement. Trade secrets, source code, security credentials, Personal Data, financial data, and information that remains highly sensitive or legally protected remain protected for so long as the information remains non-public and legally protectable, or for any longer period required by law or an applicable NDA.

20. Data Privacy

20.1 Compliance and Role Allocation

Each party will comply with Applicable Data Protection Law with respect to Personal Data it controls or processes. Privacy roles are determined by the actual purpose and means of processing and not solely by contractual labels.

For Client Data processed solely to perform the Services under Client's documented instructions, Client will ordinarily act as the PIC and SSC will ordinarily act as the PIP. SSC acts as an independent PIC for Personal Data it processes for its own legitimate business purposes, such as contracting, billing, collections, relationship management, internal staffing, security, legal compliance, recordkeeping, and marketing or publicity permitted under Section 23. Nothing in these Terms creates a joint-controller arrangement unless expressly agreed in writing.

20.2 Client Instructions, Authority, and Lawful Basis

Client is responsible for determining and documenting the lawful basis for Client's processing purposes and for ensuring that Client has the authority, notices, consents where required, contracts, policies, and approvals needed to provide Personal Data to SSC and instruct SSC to process it.

Client's documented instructions may be contained in the SoW, DPA, approved project plans, data migration instructions, tickets, emails, project records, or other written directions from authorized Client representatives. Client remains responsible for the legality, accuracy, relevance, proportionality, and retention requirements of those instructions and for responding to Data Subjects and regulators as PIC, except where Applicable Data Protection Law assigns an obligation directly to SSC.

SSC may notify Client and pause an instruction that SSC reasonably believes is unlawful, materially insecure, inconsistent with the agreed purpose, or outside the agreed scope. The parties will cooperate to identify a lawful and proportionate alternative where reasonably possible.

20.3 SSC Obligations When Acting as PIP

When SSC acts as a PIP, SSC will, to the extent required by Applicable Data Protection Law:

1. Process Personal Data only on Client's documented instructions and only for the agreed purposes, including with respect to transfers.
2. Ensure persons authorized to process Personal Data are subject to appropriate confidentiality obligations.
3. Implement reasonable and appropriate organizational, physical, and technical security measures proportionate to the nature of the processing and risks.
4. Assist Client, taking into account the nature of the processing and information reasonably available to SSC, with Data Subject requests, privacy assessments, security obligations, and breach-response requirements.
5. At the end of the Services, return or delete Personal Data as provided in Section 20.9, subject to lawful retention and ordinary backup limitations.
6. Make available reasonable information necessary to demonstrate compliance with SSC's processor obligations, subject to Section 20.12.
7. Inform Client if, in SSC's reasonable opinion, a documented instruction materially conflicts with Applicable Data Protection Law, unless prohibited by law from doing so.

SSC will not sell Client Personal Data or use it for unrelated commercial profiling or general model training. SSC may process limited data for security, fraud prevention, service administration, legal compliance, or defense of claims where such processing is lawful and compatible with the applicable role.

20.4 Sensitive, Privileged, and High-Risk Data

Client must notify SSC before intentionally providing Sensitive Personal Information, Privileged Information, payroll or compensation data, government identifiers, banking information, health information, biometric data, large employee/customer datasets, or other unusually high-risk Personal Data, unless such processing is already clearly contemplated by the SoW.

The parties will use data minimization. Where reasonably practicable, Client should provide anonymized, pseudonymized, masked, sampled, or test data rather than full production data. SSC may restrict access, quarantine unexpected high-risk data, request additional instructions, or require a DPA, Change Request, or additional safeguards before continuing processing.

20.5 Data Processing Agreement and Processing Details

These Terms establish baseline privacy and processor obligations. Where SSC acts as a PIP, the processing particulars required by Applicable Data Protection Law may be documented through these Terms together with the SoW, data migration plan, security schedule, project instructions, or a separate DPA.

Client may request SSC's printable Data Processing Addendum at any time by contacting info@somethingsomewhere.ph. Where the nature, scale, sensitivity, Client policy, or Applicable Data Protection Law requires additional processing particulars, the parties will complete and sign a DPA or equivalent written instrument before the affected material processing proceeds.

A delay in providing required processing details, approvals, or signatures may delay the affected work without constituting SSC delay or breach.

20.6 Subprocessors

Client provides general authorization for SSC to use reputable Subprocessors reasonably necessary to deliver the Services, including hosting, collaboration, communication, support, development, security, backup, and AI-assisted productivity providers, provided their use is consistent with Client's documented instructions and Applicable Data Protection Law.

When SSC acts as a PIP, SSC will require a Subprocessor that processes Client Personal Data to be bound by data protection and confidentiality obligations appropriate to the processing. SSC remains responsible for its own selection and management of Subprocessors to the extent required by law and subject to the liability provisions of these Terms.

SSC may make information about material Subprocessors available on reasonable request. If Client has a documented and reasonable privacy or security objection to a new material Subprocessor, Client must notify SSC promptly. The parties will attempt in good faith to identify a commercially reasonable alternative. Any material cost, architecture, licensing, or scope impact may require a Change Request. If no reasonable alternative is available, either party may discontinue only the affected processing or service without affecting amounts already due.

20.7 Cross-Border Processing and Data Location

Client acknowledges that remote support, cloud services, Subprocessors, or distributed project teams may involve access to or processing of Personal Data outside the Philippines. SSC will not intentionally make a cross-border transfer contrary to Client's documented instructions or Applicable Data Protection Law.

Where appropriate, the parties may use contractual, organizational, and technical safeguards, including NPC model contractual clauses or comparable safeguards. Any strict data-residency requirement must be stated in the SoW or DPA and may affect architecture, vendor choice, cost, or schedule.

20.8 Data Subject Requests

If SSC receives a Data Subject request that relates primarily to Client Data for which Client is PIC, SSC will ordinarily forward the request to Client and will not substantively respond on Client's behalf unless Client instructs SSC to do so or law requires otherwise.

SSC will provide reasonable assistance within the nature and scope of the Services. Material work outside normal support, including extensive searches, exports, remediation, or bespoke reporting, may be billable unless required because of SSC's proven breach or otherwise prohibited by law.

For Personal Data for which SSC is an independent PIC, SSC will handle Data Subject requests in accordance with Applicable Data Protection Law.

20.9 Retention, Return, and Deletion

Client is responsible for defining retention requirements for Client-controlled Personal Data. SSC will retain Client Personal Data only for so long as reasonably necessary for the Services, security, dispute resolution, legal or regulatory obligations, accounting, or other lawful purposes applicable to SSC.

Upon termination, completion, or Client's written request, SSC will within a reasonable period return or delete Client Personal Data in SSC's active possession to the extent reasonably practicable and consistent with the agreed Services. This obligation does not require immediate deletion from immutable or routine backup media, provided retained backup copies remain protected and are deleted or overwritten in the ordinary retention cycle and are not restored for unrelated use.

SSC may retain limited archival copies where required by law, accounting rules, professional recordkeeping, security, insurance, or defense of legal claims, subject to continued confidentiality and restricted use.

20.10 Security Incidents and Personal Data Breaches

Each party will maintain a reasonable process for receiving, assessing, documenting, containing, and responding to Security Incidents within its control.

If SSC, while acting as PIP, becomes aware of a Personal Data Breach affecting Client Personal Data, SSC will notify Client without undue delay and, where reasonably practicable, target initial notice within 24 hours after SSC has sufficient basis to reasonably believe such a breach has occurred. Initial notice may be based on then-available information and may be supplemented as investigation continues.

SSC will provide information reasonably available to it concerning the nature of the incident, affected data or systems, known or estimated scope, containment measures, remediation, and relevant points of contact. Notice of an incident does not constitute an admission of fault or liability.

Client, as PIC, is responsible for determining whether notification to the NPC, affected Data Subjects, or other authorities is legally required and for making such notification within applicable deadlines. Under Philippine rules, mandatory Personal Data Breach notification may require action within 72 hours. SSC will reasonably assist Client with facts and remediation information needed for that assessment. SSC may make any notification independently required of SSC by law and will not be required to conceal or unlawfully delay a report.

Incident response costs are allocated according to responsibility, the applicable SoW, and Section 28. If an incident is caused by Client, a Client-controlled environment, or an unrelated third party, SSC's additional response work may be billable.

20.11 Privacy by Design, Assessments, and Client Governance

Where the Services involve designing, configuring, integrating, testing, or deploying a data processing system, SSC will apply privacy-by-design and privacy-by-default principles to the extent reasonably applicable to SSC's scope and documented requirements.

Client remains responsible for its privacy management program, DPO designation and registration, data processing system registration, Privacy Impact Assessments, lawful basis determinations, retention schedules, privacy notices, Data Subject communications, and internal policy approvals, except to the extent a specific item is expressly included in the SoW.

SSC may assist with Privacy Impact Assessments, data maps, controls, or documentation if included in scope or separately requested.

20.12 Compliance Information and Audits

On reasonable written request, SSC will make available information reasonably necessary to demonstrate compliance with SSC's PIP obligations for the affected Services. Documentary review and remote evidence will be used first where reasonably sufficient.

Any Client-requested audit or inspection must be proportionate, limited to systems and processing relevant to Client Personal Data, conducted during normal business hours with reasonable prior notice, and subject to confidentiality and security controls. Audits must not expose another customer's information, SSC trade secrets, unrestricted source code, penetration methods, employee personal data, or security information beyond what is reasonably necessary.

Unless required by a regulator, a confirmed material incident, or a signed DPA, Client-requested audits will ordinarily be limited to once in any 12-month period and conducted at Client's cost. If an audit identifies a material breach by SSC, the parties will address reasonable corrective action, and reasonable audit costs may be allocated as agreed or as required by law.

20.13 No Waiver of Statutory Duties

Nothing in these Terms transfers to SSC responsibility for Client's own purposes and means of processing, nor does it waive any obligation that Applicable Data Protection Law imposes directly on either party. Contractual allocations of responsibility and liability apply only to the extent permitted by law and do not restrict the lawful powers of the NPC or the mandatory rights of Data Subjects.

21. Artificial Intelligence and Productivity Tools

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

SSC will apply the following principles when AI Tools involve Client Data:

1. Use data minimization and, where reasonably practicable, anonymization, de-identification, masking, or representative data.
2. Do not intentionally upload Client Confidential Information or Personal Data into public consumer AI tools when the provider may use such data for unrelated model training, unless Client has expressly authorized that use and a lawful basis exists.
3. Where an AI provider processes Client Personal Data on SSC's behalf, treat the provider as a Subprocessor where legally applicable and apply Section 20.
4. Do not use Client Personal Data or Confidential Information to train SSC's own general-purpose models, reusable datasets, or unrelated models without Client's express written authorization and an appropriate lawful basis.
5. Use human review before AI-assisted content is delivered as a substantive Deliverable or used for a material configuration, recommendation, decision, or production change.
6. Maintain reasonable controls appropriate to the sensitivity of the data and the purpose of the AI-assisted processing.

If the Services include designing or deploying an AI system that itself processes Personal Data, the parties will address the applicable lawful basis, transparency, proportionality, security, Privacy Impact Assessment, Data Subject rights, human intervention, and other governance requirements within the SoW, DPA, or Change Request.

AI-assisted output may contain errors or require contextual judgment. Client remains responsible for final business, legal, tax, accounting, HR, operational, compliance, and management decisions, and SSC remains responsible for professional review of Deliverables within its agreed scope.

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

23.1 Corporate and Project References

Unless Client opts out by written notice to SSC, Client permits SSC to identify Client as an SSC client or project reference and to use Client's name, public logo or brand marks, industry category, non-confidential project descriptions, general implementation scope, and high-level engagement status in SSC's website, credentials, proposals, pitch decks, social media, marketing materials, sales materials, and presentations.

This permission does not authorize disclosure of Client Confidential Information, Personal Data, or non-public operational details.

23.2 Event, Workshop, and Team Photography

SSC may take general photographs or short recordings during workshops, meetings, training, kickoffs, go-live activities, and similar project events for documentation and reasonable corporate publicity where there is an appropriate lawful basis and participants are given reasonable notice or an opportunity to avoid non-essential photography where practicable.

SSC will use additional care for prominent close-ups, named testimonials, endorsements, paid advertising, sensitive contexts, minors, or content that materially profiles an identifiable individual. Where consent or another specific lawful basis is required, SSC will obtain or document it before the applicable use.

Client will reasonably cooperate in informing its personnel and invitees of planned project photography where Client controls the venue or attendee communications. This cooperation does not transfer SSC's own obligations as a PIC for publicity material SSC publishes.

23.3 Restricted Content

SSC will not intentionally publish the following without Client approval, appropriate anonymization, or another lawful basis clearly applicable to the use:

1. Confidential Information.
2. Personal Data where publication would be inconsistent with Applicable Data Protection Law.
3. System screenshots or screen recordings showing Client Data.
4. Financial information, customer records, employee records, payroll records, identity documents, or other regulated data.
5. Non-public process details, security architecture, credentials, access information, or sensitive operational information.
6. Named testimonials, endorsements, or detailed named case studies.
7. Specific quantified performance metrics, savings, revenue results, or business outcomes that have not been confirmed in writing by Client.

23.4 Opt-Out and Remediation

Client may opt out of future corporate marketing use by written notice to SSC. Opt-out applies prospectively. It does not require recall of materials already lawfully printed, distributed, submitted, or delivered before the notice, unless required by law or agreed in writing.

If Client or an affected individual reasonably identifies an online publication that may disclose Confidential Information, misuse Personal Data, or otherwise create a legitimate legal or privacy concern, SSC will review the written request promptly and will use reasonable efforts to remove, restrict, or modify the affected online material within 3 Business Days where appropriate and technically practicable. This remediation process is intended to reduce continuing exposure and does not constitute an admission that a breach occurred.

SSC may retain non-public archival, legal, compliance, or evidentiary copies where reasonably necessary.

23.5 Client-Provided Marketing Assets

Client represents that any logo, brand asset, image, quote, testimonial, media file, or other publicity material it provides to SSC for publication may be used for the approved purpose and that Client has obtained any permissions it is responsible for obtaining.

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 personnel SSC engages under the applicable SoW, subject to these Terms and any allocation of responsibility expressly agreed in the SoW.

SSC will require personnel and subcontractors who access Client Confidential Information to be bound by confidentiality obligations appropriate to the information. Where a third party processes Client Personal Data on SSC's behalf, that party will be treated as a Subprocessor where legally applicable and Section 20.6 applies.

Client's approval of an SSC subcontractor does not create a direct contractual relationship between Client and that subcontractor unless separately agreed in writing.

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.

SSC does not warrant that a technology implementation, configuration, migration, or template alone will make Client legally compliant with privacy, cybersecurity, tax, labor, accounting, or other regulatory requirements. Compliance depends on Client policies, lawful basis, governance, data handling, access controls, user behavior, and other Client-side measures.

28. Limitation of Liability

28.1 General Aggregate Cap

To the maximum extent allowed by law, SSC's total aggregate liability arising out of or related to an applicable SoW, whether in contract, tort, negligence, statute, indemnity, or otherwise, will not exceed the Fees paid or payable to SSC under the affected SoW during the 12 months immediately preceding the event giving rise to the claim. If the affected SoW has been in effect for less than 12 months, the cap is the total Fees paid or payable under that SoW up to the event giving rise to the claim.

28.2 Enhanced Cap for Confidentiality and Processor Obligations

For direct claims arising from SSC's proven material breach of Section 19 (Confidentiality) or SSC's obligations as a PIP under Section 20, SSC's aggregate liability will not exceed two times the General Aggregate Cap in Section 28.1.

28.3 Excluded Damages

To the maximum extent allowed by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or business interruption, even if advised of the possibility. Loss or corruption of data is excluded to the extent caused by Client's failure to maintain agreed source records or backups, a Client-controlled environment, or an unrelated Third-Party Service.

The foregoing does not prevent recovery of direct, reasonable, and legally required remediation costs that are proven to have been caused by a party's breach and are otherwise recoverable under these Terms, subject to the applicable liability cap.

28.4 Allocation of Responsibility

SSC is not liable for losses caused by Client Data quality issues, Client's delayed decisions or approvals, Client's failure to perform responsibilities, Client misuse of systems or Deliverables, Client-side changes not approved by SSC, Third-Party Services, vendor outages or API changes, security issues outside SSC's reasonable control, instructions given by Client contrary to SSC's documented recommendations, use of Deliverables outside the agreed scope, or Client business, legal, tax, accounting, HR, regulatory, or management decisions, except to the extent SSC independently caused the loss through its own breach.

Each party must take reasonable steps to mitigate losses. There will be no double recovery for the same loss under multiple legal theories, indemnities, or claims.

28.5 Non-Limitable Matters

Nothing in these Terms limits Client's obligation to pay undisputed Fees, limits either party's liability for fraud or willful misconduct, or limits any liability to the extent Applicable Law prohibits limitation. Regulatory fines or penalties imposed directly on a party remain that party's responsibility except to the extent recovery from the other party is legally permitted and the fine or penalty is proven to have resulted directly from the other party's breach.

29. Indemnity

29.1 Client Indemnity

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

1. Client Data or materials supplied, selected, collected, or instructed by Client, including claims that Client lacked a lawful basis, notice, consent where required, license, authorization, or right to provide or process them.
2. Client's breach of law, contract, privacy obligations, confidentiality obligations, or third-party rights.
3. Client's unauthorized use of third-party software, data, content, images, logos, systems, or intellectual property.
4. Client instructions to SSC that violate law, contract, or third-party rights, where SSC did not independently cause the violation.
5. Client's use of Deliverables outside the agreed scope or after unauthorized modification.
6. Client's failure to obtain required consents, licenses, notices, approvals, or permissions for Client-controlled processing or publicity assets.

29.2 SSC Indemnity

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 Services, open-source software, Odoo, modifications not made by SSC, or use outside the agreed scope.

SSC will also indemnify Client against third-party claims to the extent directly caused by SSC's proven material breach of its obligations as a PIP under Section 20, subject to Section 28 and to the extent indemnification is permitted by law.

29.3 Indemnity Procedure

The party seeking indemnity must give reasonably prompt notice of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement with counsel reasonably acceptable to the indemnified party. Failure to give prompt notice reduces the indemnity only to the extent the delay materially prejudices the defense.

The indemnifying party may not settle a claim in a manner that requires the indemnified party to admit wrongdoing, accept material non-monetary obligations, disclose Confidential Information, or make a payment not covered by the indemnity without the indemnified party's prior written consent, not to be unreasonably withheld.

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.

SSC may also suspend affected processing or access where reasonably necessary to contain a suspected security incident, protect Personal Data, comply with law, or prevent continued unlawful or materially insecure processing.

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

Where a material breach creates an immediate and substantial privacy, security, legal, or system-integrity risk that cannot reasonably be contained through suspension or cure, the non-breaching party may terminate the affected Services immediately to the extent permitted by law.

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, insurance, security, or compliance purposes.
4. Client Personal Data will be returned, retained, or deleted in accordance with Section 20.9 and any applicable DPA.
5. Client is responsible for exporting or preserving data from Client-controlled or third-party platforms before access expires, unless export or transition support is included in the SoW.
6. Sections intended by their nature to survive termination will continue, including payment, confidentiality, data privacy, intellectual property, limitation of liability, indemnity, lawful marketing rights already exercised subject to Section 23, 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, provided that notices of termination, material breach, indemnity claims, or legal demands should be sent to an address reasonably expected to reach an authorized representative.

Where a project involves material Personal Data or system access, each party should also provide a current DPO, privacy, or security incident contact. Security Incident and Personal Data Breach notifications may be sent to those designated contacts in addition to the formal notice address.

39. Governing Law and Dispute Resolution

These Terms and all SoWs are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law rules that would require application of another jurisdiction's law.

Before filing a contractual court action, the parties will first attempt in good faith to resolve the dispute through project leadership and, if unresolved, executive escalation. Unless urgent relief is required, each party will allow at least 15 Business Days after written executive escalation for good-faith resolution discussions.

If the dispute remains unresolved, the exclusive venue for contractual court proceedings will be the proper courts of Olongapo City, Zambales, Philippines, to the extent such venue selection is legally permissible.

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief to protect Confidential Information, Personal Data, intellectual property, system access, or security, or from complying with or invoking the mandatory jurisdiction of the NPC, another regulator, or a court where such jurisdiction cannot lawfully be waived.

40. Amendments, Website Updates, and Version Control

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

SSC may update these Terms from time to time for future engagements, renewals, or new orders. Existing accepted SoWs continue to be governed by the Terms version effective when the SoW was accepted unless the parties expressly agree to adopt a later version.

SSC may correct non-substantive website errors, formatting, broken links, or clarifying language without changing an existing SoW. A substantive website update does not retroactively amend an existing signed engagement merely because a later invoice or webpage links to the updated Terms.

SSC may identify the applicable Terms by version number, effective date, archived copy, PDF, webpage snapshot, quotation reference, or other reasonable record of the version supplied or incorporated at acceptance.

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, DPAs, NDAs, and other engagement documents through handwritten signature, electronic signature, secure approval workflow, email confirmation, messaging confirmation, purchase confirmation, payment, or another form of electronic acceptance that reasonably identifies the sender and demonstrates intent to approve the relevant document, to the extent legally valid.

Electronic signatures and electronic documents will be given the legal effect available under the Electronic Commerce Act of 2000 (Republic Act No. 8792) and other applicable law.

Operational approvals may be given through project tools, email, messaging, Odoo records, or other agreed written channels by authorized representatives. A material amendment to liability, intellectual property ownership, data-processing roles, or other special legal terms should be recorded in a signed or expressly accepted written instrument.

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 or otherwise validly accepting an SoW, Proposal, accepted quotation, Change Request, order form, service subscription, or purchase order accepted by SSC, or by paying an invoice or instructing SSC to commence Services after Client has received or had reasonable access to the applicable Terms.

The person accepting on behalf of Client represents that the person is authorized to bind Client for the applicable engagement.

The Terms version governing an accepted engagement is the version referenced, supplied, or made reasonably available when the engagement was accepted. Later invoice links or website updates serve as reminders or future-use terms and do not automatically replace the governing version for an existing SoW.