1. Introduction
These Terms & Conditions (the “Terms”) govern the provision of software development and design services (the “Services”) by TechSystem, a company operating in Philippines with principal address 11th Drive, Corner 11th Ave, Taguig, Metro Manila, Philippines (“Provider”, “we”, “us”), to the client identified in the relevant order form, proposal, or statement of work (“Client”, “you”). By signing a Proposal/SOW that references these Terms, you agree to be bound by them.
2. Definitions
“Agreement” means these Terms together with any Proposal/SOW and change orders.
“Deliverables” means software, designs, documentation, and other work products produced under a Proposal/SOW.
“Proposal/SOW” means a written description of Services, timeline, fees, and acceptance criteria signed by both parties.
“Confidential Information” has the meaning in Section 8.
3. Services & Scope
3.1 Scope
We will perform the Services described in the applicable Proposal/SOW using commercially reasonable skill and care. Unless expressly stated, Services are time‑and‑materials and estimates are not firm quotes.
3.2 Personnel & Subcontractors
We may assign qualified personnel and, where appropriate, vetted subcontractors. We remain responsible for subcontractor performance.
3.3 Dependencies
Our delivery depends on timely Client inputs, access, decisions, and approvals. Delays to Client dependencies extend timelines and may increase cost.
3.4 Environment Access
Client will provide necessary environments, credentials, and test data. We comply with reasonable security policies expressly shared in writing.
3.5 Security Practices
We maintain industry‑standard security measures appropriate to the Services. Upon request, we can share high‑level summaries of our controls.
4. Change Requests
Changes to scope, timelines, or assumptions must be documented in a written change order signed by both parties, specifying impacts to schedule and fees.
5. Client Responsibilities
Client will provide timely feedback and approvals; ensure necessary third‑party licenses; appoint a knowledgeable point of contact; and maintain backups of Client systems and data.
6. Fees & Payment
Fees are as set out in the Proposal/SOW. Unless stated otherwise: (a) we invoice monthly in arrears; (b) invoices are payable within 14 days; (c) late amounts may accrue interest at 1.5% per month (or the maximum permitted by law), plus collection costs; (d) all fees are exclusive of taxes, which Client will pay where applicable.
We may suspend Services for overdue amounts after giving at least 7 days’ notice.
7. Intellectual Property
Unless a Proposal/SOW states otherwise, upon full payment we assign to Client all right, title, and interest in the Deliverables specifically created for Client (excluding any pre‑existing materials, tools, or frameworks). We grant Client a perpetual, worldwide, non‑exclusive, royalty‑free license to use such pre‑existing materials embedded in the Deliverables to the extent necessary for Client’s use of the Deliverables.
8. Confidentiality & Data
Each party will protect the other’s Confidential Information using reasonable care and use it only to perform under the Agreement. Exceptions apply for information that is public, independently developed without use of the information, or lawfully obtained from a third party. If legally required to disclose, the receiving party will give notice where permitted.
If Services involve personal data, the parties will execute a data processing addendum as required by applicable law.
9. Warranties & Disclaimer
We warrant that we will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.
10. Acceptance
Acceptance criteria are defined in the Proposal/SOW. If none are specified, Deliverables are deemed accepted 10 days after delivery unless Client provides a written rejection specifying material non‑conformities.
11. Support & Maintenance
Ongoing support, SLAs, or maintenance are provided only if expressly set out in a separate plan or SOW.
12. Third‑Party & Open Source
Deliverables may incorporate third‑party or open‑source components subject to their respective licenses. Client’s use must comply with those licenses.
13. Non‑Solicitation
During the term and for 12 months thereafter, neither party will solicit for employment any personnel of the other who were materially involved in the Services, except through general advertisements not directed at such personnel.
14. Term & Termination
This Agreement begins on the effective date of the first Proposal/SOW and continues until all Services are completed, unless terminated earlier. Either party may terminate for material breach not cured within 14 days after written notice. Either party may terminate immediately if the other becomes insolvent or ceases business. Upon termination, Client will pay for Services performed and approved expenses incurred up to the effective termination date.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) PAYMENT OBLIGATIONS; (B) BREACH OF CONFIDENTIALITY; OR (C) INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT.
16. Indemnification
Each party will defend and indemnify the other against third‑party claims arising from (a) bodily injury or property damage caused by its gross negligence or willful misconduct; or (b) its infringement of a third party’s intellectual property rights. The indemnified party will promptly notify the indemnifying party and provide reasonable cooperation.
17. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, utility failures, or widespread internet outages, provided it uses commercially reasonable efforts to mitigate and resumes performance promptly.
18. Governing Law & Disputes
This Agreement is governed by the laws of the Philippines, without regard to conflict‑of‑law principles. The parties will first attempt to resolve disputes through good‑faith negotiations. If unresolved within 30 days, disputes will be submitted to the courts of Taguig, Metro Manila, which shall have exclusive jurisdiction.
19. Notices
Formal notices must be in writing and sent to the addresses below (or as updated by notice):
TechSystem
11th Drive, Corner 11th Ave, Taguig, Metro Manila, Philippines
[email protected]
20. Miscellaneous
Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing. The Agreement constitutes the entire agreement and supersedes prior discussions about its subject matter.
21. Changes to these Terms
We may update these Terms from time to time. Material changes will be communicated by updating the “Last updated” date above and, where appropriate, by email or website notice. Continued use of our Services after changes take effect constitutes acceptance.
22. Contact
If you have questions about these Terms or need support, please contact us:
TechSystem
Website: techsystem.io
Email: [email protected]
Address: 11th Drive, Corner 11th Ave, Taguig, Metro Manila, Philippines
© TechSystem. All rights reserved.