Terms and Conditions

1. Definitions

1. Services: Refers to all writing, editing, programming, and related professional services provided by Treis Adiutor.
2. Project Agreement: The mutually accepted terms governing a specific project. This may take the form of a formal Statement of Work (SOW), a project proposal, or a written confirmation via email or other official communication channels that outlines, at a minimum, the Deliverables, Fees, and Timeline. Each Project Agreement is incorporated into and governed by this master Agreement.
3. Deliverables: The final, specific outputs to be delivered to the Client as defined in the Project Agreement.
4. Intellectual Property (IP): Includes but is not limited to copyrights, trademarks, trade secrets, source code, and other proprietary rights in all work created.
5. Preliminary Work: All concepts, drafts, mockups, demos, code snippets, and other materials created during the development of the Deliverables which do not form part of the final Deliverables.

2. Services & Project Agreements

1. All Services to be performed by the Provider will be detailed in a mutually agreed-upon Project Agreement.
2. Any work requested by the Client that falls outside the scope of the existing Project Agreement will be considered a "Change Request." The Provider will issue a new or amended Project Agreement for such requests, detailing any additional fees and timeline adjustments, which must be approved in writing by the Client before work commences.

3. Fees and Payment Terms

1. Deposit: A non-refundable deposit of fifty percent (50%) of the total project fee specified in the Project Agreement is required before any work begins. This deposit secures the Client's project in our schedule and is not refundable under any circumstances.
2. Payment Milestones: For larger projects, payment milestones may be specified in the Project Agreement. Each milestone payment must be completed before the next phase of the project can commence.
3. Final Payment: The remaining balance is due upon completion of the work and prior to the delivery of the final, unwatermarked Deliverables.
4. Late Payments: Invoices not paid within fifteen (15) days will be considered overdue. A late fee of two percent (2%) of the outstanding balance will be applied for each month, or portion thereof, that the payment is late. The Provider reserves the right to suspend all work and withhold Deliverables until all outstanding balances, including late fees, are paid in full.

4. Intellectual Property Rights

1. Provider's Ownership: The Provider retains full ownership of all Intellectual Property rights to all Preliminary Work and all Deliverables until all outstanding balances for the project have been paid in full by the Client.
2. Transfer of Rights to Client: Upon receipt of final and full payment from the Client, the Provider grants and transfers to the Client full ownership and all IP rights to the final Deliverables as defined in the Project Agreement.
3. Provider's Retained Rights: The Provider retains the right to use the final Deliverables in its portfolio and for marketing purposes, unless explicitly prohibited in the Project Agreement. The Provider also retains full ownership of all Preliminary Work, as well as any underlying code, methods, tools, or techniques developed in the course of the project that are not part of the final Deliverables.

5. Revisions & Acceptance

1. Revision Rounds: Unless otherwise specified in the Project Agreement, each project includes up to two (2) rounds of reasonable revisions. A "revision round" begins once the Client provides a consolidated list of feedback.

2. Scope of Revisions: Revisions must be within the scope of the original Project Agreement. Requests that substantially alter the project's scope or objectives will be treated as Change Requests under Clause 2.2.

3. Additional Revisions: Any revision requests beyond those included will be billed at the Provider's standard hourly rate, which will be communicated to the Client before the additional work is performed.

4. Review Period & Deemed Acceptance: The Client has five (5) business days from the delivery of a draft or Deliverable to provide feedback. If no feedback is received within this period, the Deliverable will be deemed accepted by the Client, and any further changes will be billed accordingly.

6. Client Dependencies

The Client agrees to provide all necessary information, materials, and feedback in a timely manner. The Provider is not responsible for delays in the project timeline caused by the Client's failure to do so. Such delays may result in adjustments to the project timeline and, at the Provider's discretion, may incur additional fees.

7. Confidentiality

Both parties agree to keep all non-public information related to the project ("Confidential Information") in confidence. This obligation survives the termination of this Agreement. The Provider will not disclose Client information except where required by law.

8. Term & Termination

1. Termination for Convenience (by Client): The Client may terminate this Agreement at any time by providing written notice. In such an event, the Client agrees to pay a Kill Fee, which includes: (a) payment for all work performed up to the date of termination; and (b) fifty percent (50%) of the remaining fees from the Project Agreement.

2. Termination for Cause: Either party may terminate this Agreement immediately if the other party is in material breach of any term and fails to remedy that breach within ten (10) business days of receiving written notice. If terminated by the Provider for the Client's breach (e.g., non-payment), the Client remains liable for all fees as outlined in Clause 8.1.

9. Limitation of Liability

1. In no event shall the Provider be liable for any lost profits, consequential, indirect, incidental, or special damages.

2. The Provider's total liability to the Client under this Agreement for any and all claims shall not exceed the total amount of fees paid by the Client to the Provider for the specific Project Agreement from which the claim arises.

10. Warranties & Indemnity

1. Provider's Warranty: The Provider warrants that the Services will be performed in a professional and workmanlike manner.

2. Client Warranty & Indemnity: The Client warrants they have the legal right to use all materials provided to the Provider. The Client agrees to indemnify and hold harmless the Provider from any claims, damages, and costs arising from the Client's breach of this warranty.

11. General Provisions

• Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Republic of the Philippines. Any legal action will be brought exclusively in the competent courts of Makati City, Philippines.

• Dispute Resolution: The parties agree to first attempt to resolve any dispute through good-faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI).

• Severability: If any particular section, clause, provision, or part of these Terms and Conditions is found to be invalid, illegal, unenforceable, or contrary to applicable laws, regulations, or legal precedents of the governing jurisdiction, such a section, clause, provision, or part shall be considered invalid only to the extent of such invalidity. The rest of the Terms and Conditions shall remain in full force, valid, and effect. Furthermore, the invalid or unenforceable section, clause, provision, or part shall be replaced with a valid and enforceable provision or clause that most closely reflects the intent and purpose of the original, invalid section, as permissible by the laws of the governing jurisdiction.

• Modifications: Any modifications to this master Agreement must be made in writing and agreed to by both parties.

12. Entire Agreement

These Terms and Conditions represent the complete, final, and exclusive agreement between Treis Adiutor and the Client. It supersedes and replaces all prior or contemporaneous verbal or written agreements, understandings, representations, warranties, or arrangements between Treis Adiutor and the Client, relating to the subject matter in this document, unless these have been explicitly incorporated into this agreement and specifically agreed upon by both parties in writing. This also ensures that only these Terms and Conditions can be used as the basis for all legal matters.

No other verbal agreements, representations, or warranties will be applicable to this contract unless they are officially agreed upon in a signed written format.