Shadow Solutions Group Asia Inc
Service Agreement Terms and Conditions
1. Definitions
Shadow Solutions means Shadow Solutions Group Asia, Inc. A Registered Corporation in the Republic of The Philippines with SEC Registration Number CS201513523 located at 1606, 16th Floor, One World Place, Bonifacio Global City, Taguig, Metro Manila, 1634, Philippines.
The Client means the business, organization or person named in Shadow Solutions Description of Services Document.
Description of Services means the document that describes the services that the Client has engaged Shadow Solutions to deliver.
Service Agreement means the instant Service Agreement Terms and Conditions
Services mean the activities the Client has requested and engaged Shadow Solutions to perform and deliver as described in the Description of Services
2. Term and Termination of Service Agreement
Unless otherwise described in this document or the Description of Services, either party may terminate this Service Agreement without cause by giving 30 days written notice to the other party. For this purpose, written notice includes communication via the official and usual electronic mail addresses used by the parties.
In the event that the Client exercises its option to terminate the Service Agreement, the Client agrees to pay all fees incurred up to the intended date of termination within a period of two (2) days therefrom. On the other hand, if Shadow Solutions causes the termination of the Service Agreement, the Client herein undertakes to pay all outstanding dues within seven (7) calendar days from service or communication of notice.
3. Legality of Service Requests
The Client agrees only to ask Shadow Solutions to carry out activities that are legal in all jurisdictions that the Services are to be carried out. The Client acknowledges that they have taken all the appropriate investigations to establish this.
4. Warranty
The Client agrees that it has taken all necessary investigations to establish that Shadow Solutions are able to perform the Services the Client has agreed to in the Description of Services.
Shadow Solutions shall make reasonable attempts to carry out the Description of Services requested by the Client. Shadow Solutions makes no warranties either directly or implied as to their ability to perform the Client’s Services.
5. Indemnification
The Client agrees to indemnify, defend and hold free and harmless Shadow Solutions and its parent company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from and against any claim or demand, whatsoever either at law or in equity, including reasonable attorneys’ fees, which may be brought by any third-party against Shadow Solutions for any damages and liabilities, directly or indirectly caused to such third parties by the Client or any of their officers, employees, agents, or representatives in general or by reason of the Client’s breach of the instant Service Agreement.
6. Limitation of Liability
In no event shall Shadow Solutions be liable for any loss of revenue, loss of business opportunity or business advantage, loss of use, interruption of business, any direct, incidental, special or consequential damages that may affect the Client by reason of this Service Agreement. Without limiting the meaning of this clause, Shadow Solutions shall not be liable for any claims, loss, expense whatsoever, howsoever arising, or in any event in any way whatsoever for any contingent, consequential direct/indirect special, or punitive damages arising in relation thereto, and the Client acknowledges this. Further Shadow Solutions shall not be responsible directly or indirectly for any consequential loss or maintenance, use or operation of the Services by the Client, or to any third party, or from any failure of the Services whether defective or not.
7. Payment
Shadow Solutions shall Invoice the Client for any Services supplied by Shadow Solutions. The Client agrees to pay Shadow Solutions on or prior to the due date of invoice. Shadow Solution reserves the right to suspend Services if the invoice remains unpaid after the due date.
8. Confidential Information
The Client acknowledges that it has the express rights and/or permission from the owner of any information it provides to Shadow Solutions to provide this information to Shadow Solutions.
The Client further agrees to indemnify and hold Shadow Solutions free and harmless from all actions arising from themselves or any 3rd Party in relation to, but not limited to, privacy and/or confidentiality matters.
9. Confidentiality and Non-Disclosure
In the course of delivering the Services to the Client, Shadow Solutions may receive confidential information about the Client or its Customers or its Business.
All confidential Information communicated by the Client or any of its customers or any 3rd Party to Shadow Solutions or its personnel shall be kept in confidence.
Shadow Solutions shall make reasonable attempts to not disclose to any other entity this information, without the prior written consent of Client or its Customers unless required to by any relevant Legal Authority.
The term “Confidential Information” shall not include any information which is previously known to Shadow Solutions or is publicly disclosed or is rightfully received by Shadow Solutions from a third party without obligation of confidence.
10. Non-Solicitation
The client agrees not to employ either directly or indirectly any employee or officer of Shadow Solutions without the payment of a minimum recruitment fee of US$10,000.00 or 20% of the annual salary including any bonuses, whichever is greater, unless by prior agreement in writing. Such non-compete clause shall likewise be effective within a period of two (2) years from the time said employee or officer severs its working relations with Shadow Solutions.
11. Force Majeure
Shadow Solutions Group Asia Inc. shall not have any liability whatsoever or be deemed to be in default for any delay or failure in the performance of its obligations under the Service Agreement resulting from acts beyond its control, including without limitation, technology faults, acts of God, acts of nature, such as, but not limited to, typhoon, flood, landslide, earthquake, volcano, tsunami, lightning, a natural disaster of overwhelming propositions; acts or regulations of any governmental or supranational authority; war; national emergency; accident; fire; riot; martial law; strikes; lock-outs; industrial disputes (whether or not involving Shadow Solutions employees); epidemic or pandemic.
12. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the Philippines.
In the event of suit, the venue shall exclusively be brought to the proper court of Taguig City, Metro Manila, to the exclusion of all other courts.