Systems Configuration and Advisory Terms
DRAFT — FOR DISCUSSION. Items marked for counsel or confirmation are not final legal conclusions.
1. Seller and customer
Seller legal name, address, support contact, and merchant-of-record identity: [TO CONFIRM WITH BENJAMIN BEFORE COLLECTION]. Customer legal name, billing details, and authority are captured at checkout.
2. One-time PHP 80,000 setup
This payment buys VAOS workspace configuration, CRM and booking structure, provider intake, basic reporting, operating protocols, documentation, kickoff, one paid operating-model meeting, and initial unit-economics work using supplied and locally validated inputs.
3. Exclusions
Advertising, legal and tax work, provider compensation, insurance, government fees, regulated clinical services, unlimited development, and work outside the written scope are excluded. Defined basic SEO activities apply only to the later Launch Partner scope.
4. Sequence, timing, and customer duties
The customer supplies accurate entity, billing, operating, administrator, domain, service, and market information; provides authorized access; and gives timely feedback. The working estimate is two to six weeks after complete inputs, subject to platform, domain, payment, and review dependencies. This is not a guaranteed completion date.
5. Phase 1 acceptance
Draft checklist: workspace access; agreed CRM stages; booking/intake structure; provider intake; basic reporting; agreed operating templates; administrator access; and one correction round for documented in-scope defects. Review window and deemed-acceptance rules are [TO CONFIRM WITH BENJAMIN / COUNSEL].
6. Separate Launch Partner billing
The recommended Launch Partner is USD 500 per month and begins only the first full month after Phase 1 acceptance and public go-live, through a separate invoice or checkout. It is not charged by the PHP 80,000 setup payment.
Seats: [TO CONFIRM] · Monthly support hours: [TO CONFIRM] · Basic SEO activities: [TO CONFIRM] · Advisory cadence: [TO CONFIRM].
7. Changes and overages
Out-of-scope work requires a written description, price or rate, timing effect, and customer approval before work begins. No automatic overage charges.
8. Cancellation and refunds
PROPOSED — COUNSEL REVIEW REQUIRED: cancellation before delivery of kickoff materials may qualify for a 50% refund. After kickoff materials or configuration work has been delivered, the setup fee is non-refundable to the extent permitted by applicable law. Processor fees, timing, exceptions, and dispute handling remain to be finalized.
9. IP and confidentiality
The Philippine operating company owns its brand, domain, company content, company-created SOPs, customer/provider records, bookings, financial and operating records, social accounts, and commissioned creative assets to the extent documented and transferable. VAOS retains its pre-existing platform, templates, tooling, methods, and general know-how. Each party protects non-public business, customer, provider, financial, technical, and personal information. [COUNSEL]
10. Data ownership and processing
VAOS and payment providers act as contracted service providers/processors, not owners of operating-company data. Controls include at least two administrators, a company recovery email, role-based access, monthly financial exports, quarterly CRM exports, audit logs where available, a documented 30-day offboarding/export process, and a data-processing agreement. Privacy, retention, subprocessors, cross-border transfer, deletion, and breach terms require final review. [COUNSEL]
11. No guarantees
No bookings, rankings, revenue, financing, valuation, or other outcome is guaranteed. Results vary with market conditions, provider capacity, execution, budget, compliance, and customer cooperation.
12. Liability, law, and disputes
Limitation of liability, indemnities, governing law, venue, notices, and dispute resolution are [FLAGGED FOR COUNSEL]. No legal conclusion is stated here.
13. Payment is not equity
Checkout purchases software configuration, implementation, and advisory services only. Payment does not issue shares or ownership. Ownership and governance require separate Philippine company records and professional review.
14. Electronic acceptance
Checkout acceptance records the customer identity, authority, terms version, timestamp, and transaction. Required acknowledgements must begin unchecked and cover scope, exclusions, no guarantees, privacy, cancellation/refund, data processing, and the separation of payment from ownership.