Last Updated: August 30, 2025
This Agreement governs the relationship between Bite Blueprint Co. and its clients. By engaging our services, you agree to these terms.
1. Identification of Parties
This Agreement is entered into between:
Bite Blueprint Co., a General Partnership registered at Inarawan, City of Antipolo, Philippines (hereinafter referred to as the “Agency”),
and
The Client, whose full legal name, registered address, and business entity type are specified in the accompanying Quotation or Proposal (hereinafter referred to as the “Client”).
2. Definitions
- “Agreement” means these Terms and Conditions together with any Quotation, Proposal, or Scope of Work document that incorporates them by reference.
- “Branding Services” means the services related to brand strategy, positioning, and visual identity design.
- “Client Materials” means all data, text, images, and content provided by the Client to the Agency.
- “Deliverables” means the tangible outputs to be provided to the Client, such as a completed website or SEO reports.
- “Local SEO Services” means ongoing activities related to improving local search visibility.
- “Quotation” or “Proposal” means the formal document outlining the specific Services, Deliverables, timelines, and fees.
- “Services” means all work to be performed by the Agency for the Client.
- “Scope of Work” (SOW) means the document detailing the Services, Deliverables, and timelines for a project.
- “WordPress Site Management” means ongoing website maintenance services.
3. Acceptance of Terms & Entire Agreement
3.1. Acceptance. The Client formally accepts this Agreement upon performing the first of the following actions: (a) signing and returning a Quotation; or (b) making the initial deposit payment to the Agency.
3.2. Entire Agreement. This Agreement, with the accepted Quotation, constitutes the entire agreement between the parties, superseding all prior oral or written communications.
4. Relationship of the Parties
The relationship between the Agency and the Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, employment, or agency relationship. The Agency retains sole control over the manner and means by which the Services are performed.
5. Scope of Work
5.1. The specific Services, Deliverables, timelines, and fees for each engagement will be detailed in a formal SOW.
5.2. Any work requested by the Client that falls outside the SOW will be considered out of scope and may be subject to additional fees and timeline adjustments, to be agreed upon in a written change order.
5.3. For Web Development services, the SOW will specify the number of revision rounds included. Additional revisions will be billed at the Agency’s standard hourly rate.
6. Client Responsibilities
6.1. Provision of Materials & Access. The Client shall provide all required Client Materials and necessary access to its systems in a timely manner.
6.2. Timely Feedback & Approvals. The Client shall respond promptly to requests for feedback or approval. Delays may result in an extension of the project timeline and/or additional fees.
6.3. Warranty for Client Materials. The Client warrants that it owns or has secured all necessary rights, licenses, and permissions for all Client Materials.
6.4. Indemnity. The Client agrees to indemnify, defend, and hold harmless the Agency from any third-party claims of intellectual property infringement arising from the use of Client Materials.
7. Fees, Invoicing, and Payment
7.1. Fees. The Client agrees to pay the fees as specified in the Quotation. All prices are exclusive of applicable taxes.
7.2. Project-Based Work. A non-refundable deposit of fifty percent (50%) is required before work commences. The remaining balance is due upon project completion, prior to final launch.
7.3. Monthly Retainers. Retainer fees are invoiced in advance and due prior to the commencement of each service period.
7.4. Invoicing and Due Dates. Invoices are due upon receipt unless otherwise specified.
7.5. Non-Refundable Retainers. Prepaid retainer fees are non-refundable once the service period has commenced.
8. Delinquent Accounts
8.1. Late Fees. Invoices not paid by the due date will incur an interest charge of 1.5% per month on the outstanding balance.
8.2. Suspension of Services. The Agency reserves the right to suspend all Services if an invoice remains unpaid for more than seven (7) days past its due date.
8.3. Collection Costs. The Client shall be liable for all costs associated with collecting delinquent accounts, including reasonable attorney’s fees.
9. Intellectual Property Rights
9.1. Client-Owned Deliverables. Upon receipt of full and final payment, the Agency assigns to the Client all rights to the final, custom-created Deliverables. This transfer is contingent upon full payment.
9.2. Agency’s Pre-existing IP. The Agency retains ownership of all its pre-existing intellectual property. The Client is granted a perpetual, royalty-free, non-exclusive license to use any Pre-existing IP incorporated into the Deliverables for their business.
9.3. Portfolio Rights. The Agency retains a perpetual right to display the Deliverables in its portfolio and marketing materials.
10. Confidentiality and Non-Disclosure
10.1. Definition. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or should be reasonably understood as such.
10.2. Obligations. Both parties agree to hold each other’s Confidential Information in strict confidence and use it solely for the purpose of this Agreement.
10.3. Duration. Confidentiality obligations shall survive the termination of this Agreement for three (3) years.
10.4. Exceptions. This obligation does not apply to information that was already known, becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.
11. Limitation of Liability
11.1. Exclusion of Indirect Damages. In no event shall the Agency be liable for any indirect, consequential, special, or punitive damages, including lost profits or business interruption.
11.2. Cap on Direct Damages. The Agency’s total, aggregate liability to the Client for any claims shall be limited to the total fees actually paid by the Client to the Agency under the specific SOW from which the claim arises, and only for claims arising within the six (6) months preceding the event giving rise to the claim.
11.3. Exceptions. Nothing in this section shall limit liability for gross negligence, willful misconduct, or breach of confidentiality. The Agency shall not be liable for issues arising from third-party services not under its direct control.
12. Disclaimers of Warranties
12.1. “As Is” Basis. The Services and Deliverables are provided on an “as is” and “as available” basis. The Agency disclaims all other warranties not expressly stated in this Agreement.
12.2. No Guarantee of Results. The Client acknowledges that the Agency makes no guarantee of specific business outcomes, including top search engine rankings or any specific increase in traffic, sales, or leads.
12.3. Third-Party Platforms. The Agency disclaims all liability for the performance, policies, or actions of third-party platforms such as search engines, hosting providers, or social media networks.
13. Indemnification
13.1. Indemnification by Client. The Client shall indemnify and defend the Agency from any third-party claims arising from Client Materials, the Client’s business operations, or the Client’s breach of this Agreement.
13.2. Indemnification by Agency. The Agency shall indemnify the Client from third-party claims that the custom-created Deliverables infringe upon a third party’s copyright or trademark. The Agency’s total liability under this indemnification shall be limited to the total fees paid by the Client under the SOW giving rise to the claim.
14. Term and Termination
14.1. Term. For ongoing retainer Services, this Agreement shall have an Initial Term of six (6) months.
14.2. Renewal. Upon completion of the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either party provides thirty (30) days’ written notice of non-renewal.
14.3. Termination for Cause. Either party may terminate this Agreement for a material breach that is not cured within thirty (30) days of written notice.
14.4. Termination for Convenience. After the Initial Term, either party may terminate this Agreement for any reason with thirty (30) days’ advance written notice.
15. Consequences of Termination
15.1. Final Payments. Upon termination, the Client shall immediately pay all outstanding fees. No refunds shall be issued for prepaid retainer fees for the month in which termination occurs.
15.2. Asset Handover. The Agency’s obligation to hand over client-owned assets is conditioned upon receipt of all final payments.
15.3. Return of Confidential Information. Each party shall promptly return or destroy the other’s Confidential Information.
15.4. Survival. Clauses related to IP, Confidentiality, Liability, Indemnification, and payment obligations shall survive termination.
16. Compliance and Data Privacy
16.1. Compliance with Laws. Both parties agree to comply with all applicable laws.
16.2. Data Privacy Act (DPA). The Client is the “Personal Information Controller,” and the Agency is the “Personal Information Processor.” The Client warrants it has obtained all necessary consents for the Agency to process personal data. The Agency shall process data in accordance with NPC guidelines. The Client shall indemnify the Agency for any claims arising from the Client’s failure to comply with the DPA.
16.3. Internet Transactions Act (ITA). The Client is the “online merchant” and is solely responsible for complying with the ITA. The Agency’s role is limited to providing digital services and it shall not be deemed an “online merchant” under the Act. The Client shall indemnify the Agency against any liability arising from the Client’s non-compliance.
17. Governing Law and Venue
This Agreement shall be governed by the laws of the Republic of the Philippines. The exclusive venue for any legal proceedings shall be the courts of Antipolo City, Philippines.
18. General Provisions
18.1. Notices. All formal notices must be in writing and sent to the designated addresses of the parties.
18.2. Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control, such as natural disasters, war, pandemics, or significant internet/hosting outages.
18.3. Severability. If any provision is found to be invalid, the remaining provisions shall continue in effect.
18.4. Assignment. The Client may not assign this Agreement without the Agency’s prior written consent.
18.5. Waiver. Failure to enforce any provision does not waive the right to enforce it in the future.