Service Agreement
Republic of the Philippines · Template v0.2.0
This Service Agreement (the “Agreement”) is made on August 29, 2026 between Sampaguita Labs, Inc., a corporation with address at 100 Ayala Avenue, Makati City 1226, as “Client,” and Juan Dela Cruz, of legal age, doing business under the name and style “JDC Design Studio”, with address at 20 Kalayaan Avenue, Quezon City 1100, as “Provider.” The engagement is known as “Customer portal redesign.”
The parties agree that lawful mandatory rules and the actual facts prevail over any inconsistent label or provision in this Agreement.
1. Services and deliverables
The Provider shall perform these services: Research, design, prototype, and document the agreed customer-portal workflows in coordination with the Client's product lead. The Provider shall deliver: Research summary, approved user flows, high-fidelity interface designs, interactive prototype, and design specifications.
The planned schedule is: Research by September 15; user flows by September 30; final interface package by October 31, 2026. A delay caused by an unmet documented Client dependency extends affected dates only to the reasonable extent actually caused, after prompt notice and mitigation by the Provider.
2. Standard of performance and coordination
The Provider shall perform with the reasonable skill, care, diligence, security, and professional standards ordinarily expected for the stated Services; comply with applicable law; use qualified personnel; promptly disclose material blockers; and avoid knowingly infringing third-party rights. The Client shall give timely instructions, access, content, approvals, and decisions within its responsibility.
The Client may define required outcomes, specifications, security controls, deadlines, and coordination points. Except where law, safety, or system access reasonably requires otherwise, the Provider controls the manner and means of performing the Services and remains responsible for sequencing, staffing, and professional judgment.
3. Acceptance and corrections
The Client shall review each submitted Deliverable against these criteria: Deliverables materially conform to the written specifications and acceptance tests stated in the approved scope. Within 7 calendar days after documented delivery, the Client shall accept it or give one consolidated written notice identifying material nonconformities with enough detail for correction. Silence does not waive a latent defect, fraud, or a right that cannot lawfully be waived, but the Deliverable is deemed accepted for ordinary billing and scheduling if no timely notice is given. The Provider shall correct verified nonconformities without additional fee. 2 revision rounds are included for preference changes within the original scope.
A request that changes an approved requirement, deliverable, assumption, dependency, volume, revision allowance, or schedule is a change request rather than correction of a nonconformity.
4. Change control
A change becomes binding only through a written change order accepted by both parties that describes the changed scope, deliverables, assumptions, fee, taxes, schedule, acceptance, and other affected terms.
Until a change is approved, each party shall continue the unaffected work where reasonably practicable. Neither party is required to perform disputed additional work without an agreed basis for payment and timing.
5. Fees, invoices, taxes, and expenses
The agreed fixed project fee is ₱50,000.00, exclusive of applicable VAT. The billing schedule is: 50% upon signing and 50% upon acceptance of the final deliverables.
The Client shall pay each accurate, valid, and undisputed invoice within 15 calendar days after receipt by bank transfer to the account stated on the Provider's valid invoice. The Client may withhold and remit taxes only as required by law and shall give the Provider the corresponding certificate or evidence. The parties shall confirm VAT, withholding, invoicing, and registration treatment using their actual tax status; this Agreement does not itself establish that status.
Only reasonable third-party expenses approved by the Client in writing before they are incurred and supported by receipts. Any reimbursable amount must be reasonable, actually incurred for the Services, and documented.
A specific undisputed amount not paid when due bears simple interest at 6% per year from written demand until payment, subject to mandatory law and equitable reduction if the rate or resulting charge is unconscionable. Interest does not accrue on a good-faith disputed amount while the parties promptly work to resolve it.
6. Independent relationship and classification
The Provider is engaged as an independent contractor and not as the Client's employee, partner, or general agent. The Provider has no authority to bind the Client except through specific written authority. The Provider controls the manner and means of work, may serve others subject to confidentiality and conflicts, supplies its business organization, invoices for Services, and is responsible for its registrations, personnel, taxes, insurance, and statutory obligations.
No contractual label waives rights or duties arising from an employer-employee relationship, labor-only contracting, tax law, social-protection law, or another mandatory classification if the actual facts establish it.