AQUILA SOFTWARES
Effective Date: September 2, 2026
These Terms and Conditions govern the engagement of AQUILA SOFTWARES (“Aquila,” “we,” “us,” or “our”) by any client, organization, or individual (“Client,” “you,” or “your”) that engages Aquila for digital roadmap and digitization services, process automation and custom development, dedicated tech team placements, digital capability building, or any related products and services (collectively, the “Services”).
1. Acceptance of Terms
By engaging Aquila for any Service — whether through a signed proposal, statement of work (“SOW”), service order, verbal agreement confirmed in writing, or by making payment for any Service — the Client agrees to be bound by these Terms and Conditions, together with any applicable SOW, quotation, or engagement letter (collectively, the “Agreement”). If there is a conflict between these Terms and a signed SOW, the SOW governs for that specific engagement.
If you are entering into this Agreement on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.
2. About Aquila
Aquila Softwares is a Philippine technology partner that helps growing organizations move from manual, fragmented operations to scalable digital growth through four service pillars: Guide (strategic roadmaps and practical guidance), Build (custom systems, automation, and integrations), Deploy (dedicated tech teams and implementation support), and Grow (training, iteration, and long-term improvement).
Aquila's best-fit clients are revenue-generating Philippine enterprises with approximately 100–500 employees across industries such as agribusiness, cooperatives, construction, logistics, manufacturing, and healthcare, though Aquila may accept engagements outside this profile at its discretion.
3. Scope of Services
Aquila offers the following categories of Services. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate SOW, proposal, or quotation, which forms part of this Agreement upon acceptance by both parties.
3.1 Digital Roadmap & Digitization
Discovery, systems audit, priority matrix development, and phased implementation planning.
3.2 Process Automation & Custom Development
Custom software, workflow automation, system integrations, dashboards, portals, and platform development.
3.3 Dedicated Tech Team
Placement of developers, UI/UX designers, QA specialists, project managers, data analysts, and other specialists to support the Client's operations on an ongoing basis.
3.4 Digital Capability Build
Training, onboarding, adoption workshops, digital literacy sessions, and change management support.
Aquila reserves the right to decline, modify, or discontinue any Service offering at its discretion, subject to the terms of any active SOW.
4. Fees, Quotations & Payment Terms
Indicative pricing for Aquila's Service categories is as follows. Final pricing for any engagement will depend on scope, complexity, and duration, and will be confirmed in writing prior to commencement.
4.1 Invoicing and Payment
Unless otherwise stated in an SOW, Aquila will invoice the Client according to the payment schedule set out in the applicable proposal or SOW (for example, a down payment upon signing, milestone-based payments, or monthly billing for dedicated team engagements). Invoices are due within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing.
4.2 Late Payment
Aquila may charge interest on overdue amounts, suspend ongoing work, or withhold deliverables until outstanding invoices are settled. Aquila will provide reasonable prior notice before suspending Services for non-payment.
4.3 Taxes and Additional Costs
Quoted fees exclude applicable taxes, government fees, third-party licensing costs, and out-of-pocket expenses unless expressly stated otherwise. Any such costs will be identified and agreed with the Client in advance where reasonably possible.
4.4 Changes in Scope
Work outside the agreed scope of an SOW (“Change Requests”) will be quoted separately and require the Client's written approval before Aquila proceeds.
5. Client Responsibilities
To enable Aquila to deliver the Services effectively, the Client agrees to:
Delays caused by the Client's failure to meet these responsibilities may result in corresponding adjustments to project timelines and, where applicable, fees.
6. Intellectual Property
6.1 Client Deliverables
Unless otherwise agreed in an SOW, upon full payment of all applicable fees, ownership of the final custom deliverables developed specifically for the Client under that SOW (such as bespoke source code, designs, and documentation created exclusively for the Client) transfers to the Client.
6.2 Aquila's Pre-Existing and Underlying IP
Aquila retains all rights, title, and interest in and to its pre-existing tools, frameworks, methodologies, templates, libraries, know-how, and any general-purpose or reusable components developed before or independently of the engagement (“Aquila IP”). Where Aquila IP is incorporated into a deliverable, Aquila grants the Client a non-exclusive, perpetual, royalty-free license to use such Aquila IP solely as part of that deliverable.
6.3 Third-Party Components
Deliverables may include third-party or open-source components, which remain subject to their own applicable licenses.
7. Confidentiality
Each party agrees to keep confidential any non-public business, technical, financial, or operational information disclosed by the other party in connection with the Services (“Confidential Information”), and to use such information solely for purposes of the engagement. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already lawfully known to the receiving party, or is required to be disclosed by law or a valid governmental or regulatory order. These confidentiality obligations survive termination of the Agreement for a period of three (3) years, or as otherwise agreed in writing.
8. Data Privacy
Where Aquila processes personal data on the Client's behalf in the course of delivering the Services, Aquila will implement reasonable technical and organizational measures to protect such data and will process it in accordance with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules. Where required, the parties may enter into a separate data processing agreement setting out further detail.
9. Warranties and Disclaimers
Aquila will perform the Services with reasonable skill, care, and diligence consistent with generally accepted industry practices. Except as expressly stated in an SOW, the Services and deliverables are provided on an “as is” and “as available” basis, and Aquila disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Aquila does not warrant that any software or system will be uninterrupted or error-free, and will address defects reported within any applicable warranty period set out in the SOW through commercially reasonable remediation efforts.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Aquila's total aggregate liability arising out of or relating to an engagement will not exceed the total fees actually paid by the Client to Aquila for the specific Service giving rise to the claim in the twelve (12) months preceding the event. Nothing in this Agreement limits liability that cannot be limited or excluded under applicable Philippine law, including liability for gross negligence, willful misconduct, or fraud.
11. Term and Termination
This Agreement commences on the effective date of the applicable SOW and continues until the Services are completed, unless terminated earlier in accordance with this section.
Either party may terminate an engagement for convenience by providing at least thirty (30) days' written notice, unless a different notice period is stated in the applicable SOW.
Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving notice of the breach.
Upon termination, the Client will pay Aquila for all Services performed and expenses properly incurred up to the effective date of termination.
Sections relating to Fees (for work performed), Intellectual Property, Confidentiality, Data Privacy, Limitation of Liability, and Governing Law survive termination of this Agreement.
12. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, acts of government, power or internet outages, epidemics, or other events of force majeure, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.
13. Independent Contractor Relationship
Aquila and its personnel, including any personnel placed with the Client under a Dedicated Tech Team engagement, act as independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between Aquila and the Client or between the Client and Aquila's personnel.
14. Non-Solicitation
During the term of an engagement and for twelve (12) months thereafter, the Client agrees not to directly solicit for hire any Aquila personnel who were actively assigned to the Client's engagement, without Aquila's prior written consent, except through a mutually agreed placement or buyout arrangement.
15. Amendments
Aquila may update these Terms and Conditions from time to time to reflect changes in its Services, business practices, or applicable law. Updated Terms will be posted on Aquila's website or otherwise communicated to the Client and will apply to engagements entered into after the effective date of the update. Material changes affecting an active SOW will require mutual written agreement.
16. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles. The parties will first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation between their respective representatives. If a dispute cannot be resolved within thirty (30) days, either party may pursue resolution through the appropriate courts of Davao City, Philippines, or through mediation or arbitration if the parties mutually agree to such alternative dispute resolution in writing.
17. General Provisions
18. Contact Information
For questions about these Terms and Conditions or any engagement, please contact:
Aquila Softwares
212 ENM Building, Sampaloc St. Corner Dao St., Juna Subd., Matina, Davao City, Philippines
Email: marketing@aquilasoftwares.com
Phone: (63)9177319598
Website: aquilasoftwares.com
Note: This template is provided as a general starting point based on Aquila Softwares' company profile. It should be reviewed by qualified Philippine legal counsel before formal adoption, to confirm compliance with current law and fit with Aquila's actual business practices.