Terms and Conditions

1. Introduction

Welcome to SudoTech+ ("we," "us," or "our"), a Philippines-based outsourcing provider specializing in software development, coding projects, creation of software products, and related maintenance services ("Services"). These Terms and Conditions ("Terms") govern your access and use of our Services. By using our Services, you agree to comply with these Terms. If you disagree with any part, discontinue use immediately.

2. Definitions

• "Client" refers to the entity or individual purchasing our Services.
• "Account" means your unique access credentials to our platform.
• "Subscription" refers to a prepaid, recurring plan for Maintenance and Support Services.
• "Maintenance and Support Services" means software or hardware support, including updates, bug fixes, and technical assistance, as detailed in a Service Order.
• "Project-Based Work" refers to custom software development, coding projects, or creation of software products performed for a fixed fee or on a time-and-materials basis.
• "Content" includes text, graphics, code, and materials provided by you or generated through our Services.
• "Force Majeure" covers events beyond our control, including natural disasters, platform outages, or government actions.

3. Account and Security

While our public website does not feature a client registration or authentication portal, an "Account" for the purpose of these Terms is established upon the formal engagement of our Services. This Account is defined by the official business information and primary contact details such as but not limited to email and phone number. You provide to us during the sales and onboarding process.

Accuracy of Information

You are responsible for providing accurate, current, and complete information during the onboarding process and for promptly updating us with any changes.

Security Obligations

You are responsible for maintaining the confidentiality and security of any dedicated login credentials we may provide you for third-party project management tools used in delivering our Services. You must promptly notify us of any unauthorized use of your contact channels or a security breach related to our Services.

Account Authority

The individual who agrees to these Terms on behalf of a company or entity represents that they have the authority to bind such entities to these Terms. We reserve the right to refuse service, suspend work, or terminate Accounts at our discretion if provided information is inaccurate, fraudulent, or if the Client is in breach of these Terms.

4. Services and Orders

Services are detailed in individual service orders ("Orders"). All Orders are subject to these Terms. We may refuse or cancel Orders for reasons including inaccurate information, breach of Terms, or Force Majeure events.

4.1: Client-Requested Revisions & Change Orders

This clause outlines the process for any changes or modifications to the originally agreed-upon project scope ("Change Orders").

Change Order Request

Any request by the Client to modify, add to, or revise the deliverables, features, or scope of a Project-Based Work agreement (a "Change Order") must be submitted to us in writing.

Impact Assessment

Upon receipt of a Change Order request, we will assess the impact on the project timeline and budget.

Quotation & Pre-Payment

We will provide the Client with a written quotation for the additional fees required to implement the Change Order. All fees for a Change Order must be paid in full and cleared by our accounts before any work on the requested revisions will commence.

Execution

Once payment is confirmed, the Change Order will be formally approved, and we will integrate the revisions into the project workflow.

4.2 Included Revisions (Project-Based Work)

For Project-Based Work, our proposals include a limited number of revision rounds for each major deliverable (e.g., design mock-ups, functional modules), as specified in the individual Service Order. Any revisions that exceed this allotted number will be treated as a Change Order and are subject to the pre-payment terms in Section 4.1.

4.3: Revisions for Subscription Maintenance Services

Revisions to software under a Maintenance and Support Subscription are limited to bug fixes and compatibility updates as defined in the Service Order. The creation of new features or significant alterations to functionality fall outside the scope of Maintenance Services and will be treated as a new Project-Based Work engagement, subject to a new Order and the pre-payment terms in Section 4.1.

5. Payment, Billing, and Taxes

Fees

Clients agree to prepay for Services via invoices issued in Philippine Peso (PHP) or U.S. Dollars (USD).

• For Project-Based Work, an initial deposit is required to begin work, with subsequent milestone payments as outlined in the Order.
• For Change Orders and revisions beyond the included allotment, full payment is required upfront before work commences.
• Payments are due within 5 business days of invoice issuance.

Taxes

All fees are exclusive of any applicable taxes, including but not limited to Value Added Tax (VAT), goods and services tax (GST), or other similar transactional taxes ("Taxes"). The Client is responsible for paying all Taxes associated with their purchases, except for taxes based on our net income.

Late Payments

Late payments may incur a 1.5% monthly interest charge and suspension of Services. All fees are non-refundable except under our Money-Back Guarantee (Section 6).

6. Refunds, Cancellations, and Subscription Changes

6.1. Project-Based Work

Cancellation by Client

If a project is cancelled by the Client after commencement, the Client is liable to pay for all billable hours worked and costs incurred up to the point of cancellation. Any prepaid amount for unfinished work may be refunded at our discretion, minus an administrative fee.

Cancellation by Us

We may cancel a project for non-payment or material breach of these Terms. The Client is liable for all costs incurred up to the cancellation date.

6.2. Subscription Maintenance Services

Money-Back Guarantee

Full refunds are only available for initial Subscription orders within 14 days if ≤50% of the scheduled maintenance services are utilized.

Monthly Subscriptions

You may cancel a monthly Subscription at any time. Cancellations take effect at the end of the current billing cycle, and no prorated refunds are issued for the remaining period.

Annual Subscriptions

You may cancel an annual Subscription. Refunds for the unused portion are issued on a pro-rata basis, minus a 10% administrative fee, only if cancellation occurs within the first 30 days of the annual term.

Non-Refundable Items

No refunds are provided for domain registrations, third-party licenses, or services already rendered.

6.3. Process

To cancel, you must notify us in writing via email to sudotechplus@gmail.com for complaints and concerning outsourcing. Verbal cancellations are not accepted.

7. Indemnification

The Client agrees to defend, indemnify, and hold harmless SudoTech+, its affiliates, and their respective directors, officers, agents, and employees from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses including reasonable attorneys' fees arising out of or relating to:

1. The Client's use of the Services in violation of these Terms;
2. The Client's infringement of any intellectual property, privacy, or other right of any third party;
3. Any content or data submitted by the Client to the Services;
4. The Client's negligence or willful misconduct.

We will promptly notify you of any such claim and cooperate with you, at your expense, in defending the claim. You will have sole control of the defense and settlement of any claim, provided that you may not settle any claim without our prior written consent if the settlement requires us to admit liability or pay any money.

8. Client Responsibilities

Content Ownership

You retain rights to Content you provide but grant us a worldwide, royalty-free license to use it for service delivery.

Prohibited Uses

You must not:

• Submit illegal, infringing, or harmful Content (e.g., spam, malware, or hate speech).
• Reverse-engineer our systems or use automated tools to extract data.
• Engage in activities that disrupt service integrity (e.g., resource overuse or phishing).

9. Intellectual Property

We own all pre-existing intellectual property (e.g., software, algorithms, copyrighted designs). Outputs generated for Clients are assigned to the Client upon full payment.

For Subscription Services, we grant the Client a non-exclusive, non-transferable license to use the supported software/hardware during the Subscription term.

Clients may not use our trademarks (e.g., "SudoTech+") without prior written permission.

10. Maintenance and Support Services Scope

Support

We will provide e-mail and telephone technical support during our standard business hours (9:00 AM - 6:00 PM Philippine Standard Time, Monday-Friday) for issues related to the supported software or hardware.

Maintenance

This includes access to generally available updates, upgrades, and bug fixes released during the Subscription term.

Exclusions

Our Maintenance Services do not cover:

• Issues caused by Client's misuse, modification, or negligence.
• Problems resulting from third-party software, hardware, or network issues not under our control.
• Custom software development or new feature creation, which is considered Project-Based Work.

11. Data Privacy and Security

Refer to our Data Privacy and Security Agreement

12. Liability and Disclaimers

No Warranties

Services are provided "as is" without warranties of accuracy, completeness, or uninterrupted access. We are not liable for damages arising from service interruptions, data loss, or third-party actions.

Limitation of Liability

Our total liability is capped at the fees paid by the Client in the preceding 3 months.

13. Termination

Either party may terminate Accounts for material breaches. We may suspend Services immediately for violations of Sections 5 or 7.

Upon termination, Clients must settle outstanding payments, and we may delete Content after 30 days.

14. Force Majeure

We are not liable for failures due to events beyond our control, including but not limited to platform outages, natural disasters, epidemics, civil unrest or government restrictions.

15. Governing Law and Dispute Resolution

These Terms are governed by Philippine law. Disputes shall be resolved through arbitration in The Philippines.

Class actions are waived. Clients may pursue individual claims only.

16. Modifications

We may update these Terms periodically. Changes become effective upon posting on our website. Continued use of Services constitutes acceptance of revisions.

17. Contact Information

For questions, contact us at:

• Email: sudotechplus@gmail.com