Terms & conditions

Section 1. Parties and definitions

1.1 The parties

These terms and conditions (“Terms“) govern the engagement between:

1902 Software, meaning 1902 Software Development Corporation, with office address at 15/F Asian Star Building, ASEAN Drive corner Singapura Lane, Filinvest Corporate City, Alabang, Muntinlupa City 1781, Philippines;

and

the Client, meaning the company, organization, or individual that engages 1902 Software for one or more of the Services described on 1902 Software’s websites.

The Client is represented by the Client itself or by a person duly designated by the Client. 1902 Software is represented by one or more project managers appointed by 1902 Software’s management to carry out the engagement.

1.2 Direct engagement and no third-party rights

These Terms apply exclusively between 1902 Software and its direct Client, meaning the party that has engaged 1902 Software for the Services. Where 1902 Software is engaged by an agency, integrator, reseller, or other intermediary, that intermediary is the Client for the purposes of these Terms, regardless of whether the Services are ultimately used by, or for the benefit of, another party such as the intermediary’s own customer, end-user, brand owner, or principal.

No party other than the direct Client shall acquire any rights under these Terms, including without limitation any warranty, support, indemnity, or other remedy. Any party that benefits indirectly from the Services must direct any claims, requests, or concerns arising from the Services to the entity that engaged 1902 Software, and not to 1902 Software.

1.3 Definitions

In these Terms, the following definitions apply:

1902 Software’s websites means the websites operated by 1902 Software at 1902software.com and 1902software.dk.
Base Library means the proprietary code libraries developed and owned by 1902 Software, as described in Section 8.
Deliverable means any website, webshop, application, software component, design, document, source code, or other output produced by 1902 Software in connection with the Services.
Effective Date means the date on which the parties enter into an agreement for the provision of Services, whether by written agreement, electronic communication, or any other means described in Section 2.
Finished has the meaning set out in Section 4.
Fixed Price means a price agreed in writing between 1902 Software and the Client for a defined Task or scope of work, payable when that Task is set to Finished or when the agreed milestone is reached.
Hourly Billing means billing based on actual time spent, charged at the rate agreed between the parties.
Project means a larger engagement between 1902 Software and the Client consisting of one or more Tasks, milestones, or phases, governed by an agreed scope. A Project may be structured as a single Fixed Price engagement or as an ongoing ad hoc relationship under which individual Tasks are scoped and priced separately.
Services means any design, development, testing, consulting, or other professional services provided by 1902 Software to the Client, whether described on 1902 Software’s websites, in a proposal, in a statement of work, in a Project or Task description, or otherwise agreed in writing between the parties.
Source Code means the human-readable code authored by 1902 Software for the Client’s Project. Source Code does not include Third-Party Libraries, open source modules, or other components developed by parties other than 1902 Software.
Task means a unit of work agreed between 1902 Software and the Client, whether as part of a larger Project or as an individual ad hoc engagement.
Third-Party Library means any commercially licensed component, library, or module developed by parties other than 1902 Software and incorporated into the Deliverable, as described in Section 8.

Section 2. Scope of services and engagement

2.1 Subject of the engagement

1902 Software sells an intangible service as described on 1902 Software’s websites. The default commercial model for design and development work is a Fixed Price agreed in writing between 1902 Software and the Client before the work commences. Hourly Billing remains available for activities where scope cannot reasonably be defined in advance, including meetings, strategy sessions, consultations, estimation, research, troubleshooting, discovery, emergency support, and other open-ended work, and for Projects where the Client and 1902 Software specifically agree to Hourly Billing.

2.2 Acceptance of these Terms

By agreeing on the purchase of Services from 1902 Software, the Client and 1902 Software both agree on all terms and conditions in this document. These Terms apply to all offers, full deliveries, and part-deliveries.

2.3 Formation of the agreement

An agreement to purchase Services is concluded the moment the Client has ordered through any physical or digital channel, including but not limited to a written agreement, VOIP, email, online project management system, text message, or other messaging applications, where the order is confirmed by 1902 Software through any similar physical or digital channel. The Effective Date of the engagement is the date of such confirmation.

The Client warrants that any individual placing orders, instructions, approvals, or change requests on the Client’s behalf has the actual or apparent authority to bind the Client. 1902 Software is entitled to rely on instructions, approvals, and communications received from any person reasonably appearing to act on behalf of the Client, including the Client’s designated project representatives, primary points of contact, or persons using the Client’s official email addresses or other communication channels.

The Client shall notify 1902 Software in writing of any changes to authorized representatives or designated contacts. Until such written notification is received by 1902 Software, any reliance by 1902 Software on existing contacts and communication channels shall be conclusive, and the Client shall be bound by orders, approvals, instructions, and change requests given through those channels.

2.4 Updates to these Terms

The Client is responsible for regularly reviewing these Terms to remain up-to-date with any changes. 1902 Software will send email notifications of significant updates to Clients who have had activity (i.e., a Task performed) within the last two years of the update date. It remains the Client’s responsibility to ensure their contact information is current.

2.5 Written exceptions

Exceptions to these Terms are only valid if these exceptions are in writing and agreed upon both by 1902 Software and the Client.

2.6 No return policy for delivered Services

Due to the custom nature of all Deliverables, no refund shall be issued for Services or Deliverables that have been completed in conformance with the agreed scope. The Client’s remedies for non-conforming work are exclusively governed by the warranty provisions in Section 6.

Section 3. Commercial models

3.1 Fixed Price

For clearly scoped design and development Tasks, 1902 Software provides a Fixed Price quoted in writing before work commences. The Client approves the Fixed Price as the cost for the agreed Task. If 1902 Software requires more time than estimated internally to complete the agreed Task, 1902 Software absorbs the additional effort. If the Client’s requirements change after the Fixed Price has been agreed, those changes are handled under Section 3.3 (Change requests).

3.2 Hourly Billing

Hourly Billing applies to meetings, strategy sessions, consultations, estimation, research, troubleshooting, discovery, emergency support, and other open-ended work where scope cannot reasonably be defined in advance. Hourly Billing also applies where the Client and 1902 Software specifically agree to it for a given Task or Project.

3.3 Change requests

Any Client request that falls outside the originally approved scope of a Task shall be quoted as a new Fixed Price Task, or, where appropriate, as a bundled group of related change requests, and approved by the Client before work proceeds. 1902 Software is not obligated to absorb the cost of work that falls outside the originally agreed scope of any Task.

Section 4. Project execution

4.1 Definition of Finished

A Fixed Price Task is considered Finished when 1902 Software has completed the agreed work and the Deliverable is accessible for the Client to review on the staging server, or it has been deployed to the live server. Where the Client requests a delay to live deployment, the Task may still be set to Finished and billed once the agreed Deliverable is ready. Finished is the trigger for billing under Section 5, and the value of Finished Tasks is deducted from the Client’s prepayment or added to the invoice for the relevant period.

4.2 Live deployment

Where the Client controls the timing of live deployment, 1902 Software will deploy the Deliverable to the live server when the Client gives the green light. The Client’s decision to postpone live deployment does not affect the Finished status of the Task or the billing trigger described in Section 4.1.

4.3 Delivery timing

All delivery dates and timelines provided by 1902 Software are estimates and are not guaranteed. 1902 Software shall not be liable for delays caused by factors outside its reasonable control or by changes in scope requested by the Client. Where 1902 Software anticipates a material delay in delivery, it shall notify the Client promptly and discuss revised timelines.

4.4 Quality assurance and Client review

1902 Software applies professional standards of testing and quality assurance to the Services it develops, commensurate with the agreed scope. Where formal testing, user acceptance testing, security auditing, or similar activities form part of the agreed scope as separate deliverables, 1902 Software shall perform them in accordance with that scope.

The Client is responsible for its own review and acceptance of the Deliverable within the warranty period set out in Section 6, and for any testing or quality assurance activities that fall outside the agreed scope.

Section 5. Payment terms

5.1 Prepayment basis (default)

Most engagements operate on a prepayment basis. The Client is invoiced an agreed prepayment amount at the beginning of each billing cycle (such as weekly, twice monthly, or monthly). As each Task is set to Finished, the value of that Task becomes due and is applied against the Client’s prepayment balance for the relevant cycle. The specific prepayment amount and outstanding balance threshold are agreed individually with each Client.

5.2 Milestone basis for Fixed Price Projects

Larger Fixed Price Projects are typically invoiced on a milestone basis. A standard structure is 60 percent before the Project starts, 30 percent on completion or deployment to the staging server, and 10 percent on deployment to the live server. Alternative splits may apply as agreed in writing.

5.3 Clients without a prepayment arrangement

Where no prepayment arrangement is in place, the maximum outstanding balance allowed without invoicing is USD 600 (or the equivalent in another currency at the prevailing exchange rate). Once this threshold is reached, an invoice must be issued before further work proceeds, except where 1902 Software approves an exception.

5.4 Forced invoicing

If the prepayment balance becomes negative by more than USD 2,000 (or the equivalent in another currency at the prevailing exchange rate), 1902 Software may issue a new invoice immediately, regardless of the regular invoicing schedule. This rule does not apply to milestone-based Fixed Price Projects under Section 5.2, where invoicing follows the agreed milestone schedule.

5.5 Currency

Where invoicing is in Euro, Danish Kroner, Australian Dollars, or another currency, all thresholds in this Section are calculated at the prevailing exchange rate.

5.6 Invoice due date

Invoices are due five (5) days from the date the Client is deemed to have received the invoice. The Client is deemed to have received an invoice on the date it is sent by 1902 Software to the Client’s last designated email address or other agreed communication channel. The Client is responsible for maintaining current and accurate contact information with 1902 Software for invoicing and related communications.

5.7 Late payment

If the Client fails to settle the outstanding balance by the due date, the following charges apply:

(a) A reminder fee of USD 100 will be applied for each reminder that 1902 Software issues to the Client, subject to a maximum of three (3) reminders per outstanding invoice. Reminders will be issued no more frequently than once every seven (7) days.

(b) Interest of 1.75 percent per month will accrue on the outstanding balance from the expiration of the payment due date until the balance is paid by the Client and credited to 1902 Software’s bank account.

The reminder fees and interest in this Section 5.7 represent a reasonable estimate of 1902 Software’s administrative costs and financing costs associated with late payment.

5.8 Bank charges

All bank charges from collections equal to or lower than EUR 750 or USD 800 shall be borne by the Client, which shall either be deducted from the prepayment or added to the Client’s next invoice. For collections higher than EUR 750 or USD 800, transaction fees borne by 1902 Software shall be up to a maximum of USD 10, EUR 10, or AUD 14, whichever applies. Any excess amount will be charged to the Client.

5.9 Effect of unpaid invoices

If the Client has a financial dispute with 1902 Software, such as bills with overdue payment, 1902 Software retains rights to the Deliverable or Deliverables that have not been fully paid for. 1902 Software may continue to demand that the Client fully settle any outstanding amounts.

Section 6. Warranty and remedies

6.1 Warranty for Fixed Price work

For Fixed Price Projects and Tasks, 1902 Software provides a one-month warranty that begins on the date the Task is set to Finished. The Client is responsible for reviewing and testing the Deliverable during this warranty period, whether on the staging server or, if already deployed, on the live server, and for notifying 1902 Software in writing of any defect, issue, or non-conformance with the originally agreed scope.

The warranty period runs from the Finished date regardless of whether the Client has deployed the Deliverable to the live server or has postponed live deployment for any reason. The Client’s decision to postpone live deployment, in whole or in part, shall not extend, suspend, restart, or otherwise alter the warranty period under any circumstances.

During the warranty period, where the Client reports a defect that falls within the scope of this warranty, 1902 Software shall provide one, and only one, of the following remedies at its sole discretion: (a) repair or correction of the defect at no additional cost to the Client; or (b) refund of the Fixed Price of the affected Task. The provision of either remedy shall fully and finally discharge 1902 Software’s warranty obligations with respect to that defect, and the Client shall have no further claim in respect of the same defect. The choice between repair and refund shall be at 1902 Software’s reasonable discretion based on the nature of the defect and the practicality of repair. The remedy provisions in Section 6.3 apply where a refund is given or where repair is not possible.

If the Client does not provide written notice of any defect, issue, or non-conformance within the one-month warranty period, the Deliverable shall be deemed accepted by the Client without qualification, and the Client shall have no further claim against 1902 Software in respect of that Deliverable.

6.2 Warranty exclusions

The warranty in Section 6.1 applies only to programming errors in code developed by 1902 Software and only within the originally agreed scope of the specific Task. The warranty is valid provided that:

No changes have been made to the code by third parties;
The server setup has not been altered; and
The issue is not caused by user error, configuration changes, CMS updates, third-party plugins, integrations, or external services.

The following are not covered by the warranty:

Performance issues arising where traffic levels exceed the documented assumptions or where hosting or infrastructure differs from what was scoped;
Maintenance work;
Enhancements;
Upgrades;
Redesigns;
Data cleanup; and
Any support unrelated to the original Fixed Price Deliverable.

Warranty claims must relate directly to the delivered scope of the specific Task and must be reported in writing within the one-month warranty period.

6.3 Sole and exclusive remedy under the warranty

The Client’s sole and exclusive remedy under this warranty shall be strictly limited to the Fixed Price paid for the specific individual Task to which the warranty claim directly and exclusively relates. This limitation applies notwithstanding that the affected Task may form part of a larger Fixed Price Project, multi-Task engagement, milestone-based arrangement, or ongoing ad hoc Fixed Price relationship with 1902 Software.

For the avoidance of doubt, and without limiting the foregoing, the Client shall have no right to claim, set off, withhold, or recover against (a) the Fixed Price of any other Task; (b) the value of any milestone, Project phase, Deliverable, or work package other than the specific Task to which the warranty claim relates; (c ) the total contract value, aggregate Project price, or any portion thereof attributable to work other than the affected Task; or (d) any prepayment balance, milestone payment, retainer, or other sum paid, payable, or held by 1902 Software.

1902 Software’s total liability under this warranty for any and all claims arising from or relating to a particular Task, whether asserted individually, jointly, or in the aggregate, shall not under any circumstances exceed the Fixed Price of that single Task. The Client expressly waives any claim for compensation, damages, refunds, credits, set-off, or other remedies in excess of that amount, whether direct, indirect, incidental, consequential, special, exemplary, or punitive, and regardless of the legal theory of the claim, including but not limited to breach of contract, breach of warranty, negligence, strict liability, misrepresentation, or any statutory cause of action.

The limitations and waiver in this Section 6.3 shall not apply to liability arising from fraud, willful misconduct, or gross negligence by 1902 Software, or to breaches by 1902 Software of its confidentiality obligations.

This limitation applies in addition to, and does not reduce, modify, or supersede the broader limitations of liability set out in Section 7.

Section 7. Limitation of liability

7.1 General cap on damages

In case of errors, problems, or delays in the performance of Services, including partial performance, which can lead to direct or indirect losses, such as but not limited to loss of profit, loss of potential revenue, loss of customer goodwill, or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, the Client cannot claim compensation from 1902 Software for any such loss that exceeds the amount the Client paid for the work or development that directly caused the loss. It is the Client’s responsibility to prove any loss or damage and to give 1902 Software full and unrestricted access to any documentation, computers, servers, material, data, or information that substantiates any claimed loss or damage.

The limitations set out in this Section 7.1 shall not apply to liability arising from fraud, willful misconduct, or gross negligence by 1902 Software, or to breaches by 1902 Software of its confidentiality obligations.

7.2 Time limit and conditions on claims

The validity of any claims made by the Client under these Terms shall be limited to a period of one (1) year following the termination of the working relationship between 1902 Software and the Client, or from the point at which the basis for the claim was made known to the Client, whichever is shorter.

In addition to the foregoing time limit, 1902 Software’s obligations under these Terms do not extend to defects, issues, or losses to the extent they have been materially caused or contributed to by any of the following:

(a) any modifications or alterations to the Source Code or Deliverable by the Client or any third party that deviate from 1902 Software’s original Deliverable;

(b) changes to the server setup, hosting configuration, or runtime environment from that documented in the agreed scope, or as installed when the Task was set to Finished;

(c ) updates, modifications, or replacements to the underlying CMS, operating system, framework, third-party libraries, plugins, or integrations made after 1902 Software’s delivery;

(d) user error, misconfiguration, or operational decisions made by the Client or its personnel;

(e) use of the Deliverable for purposes outside the originally agreed scope or beyond the documented performance and traffic assumptions; or

(f) failure by the Client to maintain the Deliverable or its environment with reasonable care.

The limitations in this Section 7.2 shall not apply to claims arising from fraud, willful misconduct, gross negligence, infringement of intellectual property rights, or breach of confidentiality obligations, which shall be governed by the applicable statutory prescriptive period.

7.3 Third-party claims and downstream liability

The Client’s relationship with its own end-users, customers, employees, regulators, or any other third party is solely the Client’s responsibility. If the Client becomes the subject of any claim, lawsuit, regulatory action, fine, or other proceeding brought by any third party that arises out of or relates to software, Deliverables, or Services supplied by 1902 Software, the Client shall have no right to recover from 1902 Software any losses, damages, settlements, judgments, fines, legal fees, lost profits, or other amounts suffered by the Client in connection with that proceeding. This applies regardless of the alleged cause and regardless of the legal theory of the claim, including but not limited to breach of contract, breach of warranty, negligence, strict liability, indemnification, contribution, misrepresentation, or any statutory cause of action.

The Client is solely responsible for its own end-user contracts and warranties, regulatory compliance, business insurance, and the defense and resolution of any third-party proceedings at its own cost. The Client shall indemnify, defend, and hold harmless 1902 Software and its personnel against any third-party claims, proceedings, losses, damages, costs, and legal fees arising out of the Client’s use, configuration, modification, distribution, or commercial exploitation of any software or Deliverable supplied by 1902 Software, or any breach by the Client of these Terms.

This Section 7.3 applies in addition to, and does not reduce, the limitations set out in Sections 7.1 and 7.2 and the warranty limitations applicable to Fixed Price work in Section 6.

Section 8. Intellectual property

8.1 Source Code delivery on conclusion of the engagement

The Client has the right to use, resell, lend, or give away the finished Deliverable and its components, in keeping with the licenses of the open source and Third-Party Library components that form part of the software, and provided that the Client has no outstanding financial obligations to 1902 Software, such as but not limited to overdue invoices.

1902 Software is committed to ensuring that the Client faces no roadblocks should they choose to move the Project to another agency or continue development in-house. Upon the conclusion of the working relationship between 1902 Software and the Client, and provided that all financial obligations have been settled, 1902 Software shall deliver to the Client a complete copy of the Source Code that 1902 Software has authored for the Project, together with the source code of the Base Libraries used in the Project as described in Section 8.2. The Client is therefore assured of full access to the work product 1902 Software has created and is free to engage any other party to maintain or extend it.

For clarity, this delivery obligation applies only to Source Code authored or owned by 1902 Software. 1902 Software is not responsible for delivering the source code of Third-Party Libraries, open source modules, or other components developed by parties other than 1902 Software. Access to such code is governed by the respective licenses of those components, and the Client remains responsible for obtaining or maintaining any licenses required to continue using or further developing the Project after the working relationship ends, as described in Sections 8.3 and 8.4.

8.2 Base Libraries

1902 Software utilizes Base Libraries to facilitate software development. These libraries comprise often-used source code for common functionalities and are developed and owned by 1902 Software. The Client shall not have ownership rights over these Base Libraries; however, 1902 Software shall provide a copy of the source code of the utilized Base Libraries upon completion of the Project. The Client may use these Base Libraries and their source code for various purposes without prior notification to 1902 Software, including:

modifying these Base Libraries;
developing and selling new projects with these Base Libraries;
using the Base Libraries for new projects in conjunction with their subsidiaries or other companies; and
licensing software that incorporates these Base Libraries to future customers.

However, the Client is prohibited from selling the Base Libraries or their source code as standalone products, as this would be regarded as direct competition with 1902 Software.

8.3 Open source components

As is common in the industry, 1902 Software utilizes third-party licensed open source modules and components during the software development process. To ensure transparency, 1902 Software shall provide the Client, prior to the commencement of any Project, with information regarding the specific open source modules and components, along with their corresponding license agreements, to the extent that such open source software is included in the software developed by 1902 Software for the Client.

1902 Software’s default practice is to use permissive open source licenses such as MIT, Apache 2.0, and BSD-3-Clause, which do not impose publication obligations on the Client. Where the use of a non-permissive license is required or proposed, 1902 Software shall first discuss this with the Client before incorporating it into the Project.

It is the responsibility of the Client to keep track of any other open source modules and components that the Client may at its own decision opt to utilize or include in the Project, as well as their respective licenses. 1902 Software cannot be held liable for any failure to inform the Client of any such open source modules and components used during or included in the Project upon the decision by the Client.

The use of open source components makes the development process more efficient for 1902 Software and therefore less expensive for the Client. The faster development gained by using these modules is taken into consideration in the Fixed Price of the Project. The Client reserves the right to decline the use of open source components in the Project, and 1902 Software shall comply with the Client’s request. However, the non-utilization of open source components shall necessitate an adjustment in the final Fixed Price.

8.4 Third-Party Libraries

1902 Software also uses Third-Party Libraries or components as applicable to the Project. 1902 Software holds licenses for these Third-Party Libraries that allow 1902 Software to develop and deploy projects using these libraries. License terms vary across different Third-Party Libraries, but normally, as long as 1902 Software is the supplier of the Client for the Project, development using these Third-Party Libraries may continue. There are some Third-Party Libraries that also require the Client to purchase their own license in addition to 1902 Software’s developer license. The Client is responsible for keeping up-to-date with such licenses for the Third-Party Libraries used in their software application.

Depending on the actual license terms, normally once 1902 Software ceases to be the Client’s supplier for the Project, the use of these Third-Party Libraries in the final production copy of the Project may continue to be valid, but further development using these Third-Party Libraries by the Client or other entities may require the Client to purchase the corresponding licenses for the use of these libraries.

Section 9. Data and AI

9.1 Personal data

1902 Software may collect the following information from the Client, or the authorized representative(s) of the Client, upon the Client’s purchase of 1902 Software’s Services:

Name
Company name and the authorized representative’s position
Company address
Company registration number
Phone number(s)
Accounts on messaging apps, such as WhatsApp
Information about other individuals assigned by the Client to coordinate with 1902 Software on the Project, including: name, email, phone number, position, accounts on messaging apps, and company branch assignment, if any
Client’s financial information (such as bank information and annual income)
Other information that the Client provides to 1902 Software in the course of the parties’ working relationship

1902 Software collects the above information in order to:

efficiently provide 1902 Software’s Services to the Client, including maintaining communication with the Client throughout the engagement and collecting sufficient details as necessary for 1902 Software to perform the Tasks that the Client has assigned;
send the Client billings and invoices for the Services that 1902 Software has rendered, and to collect payments or return any excess; and
comply with legal requirements imposed on 1902 Software by certain government agencies regarding the data of 1902 Software’s Clients.

The processing of personal data collected by 1902 Software from the Client, including the storage, retention, erasure, and protection of personal data, is further explained in 1902 Software’s Privacy Policy.

If the Client is subscribed to 1902 Software’s newsletter or other marketing emails, the Client can choose to unsubscribe from 1902 Software’s mailing list(s). However, 1902 Software shall still contact the Client, through email or other means, as necessary for 1902 Software to provide Services to the Client.

For Services or Projects that involve the transfer of personal data by the Client to 1902 Software and 1902 Software’s processing of such personal data on behalf of the Client, 1902 Software and the Client shall enter into a “Contract for data processing and transfer to third countries” to comply with laws and regulations concerning such personal data. 1902 Software will send the contract to the Client prior to establishing the business relationship. The contract will be customized according to the details of the Project with the Client and therefore will not be made available online or without the certainty of a forthcoming business agreement between 1902 Software and the Client.

9.2 AI code review

By engaging 1902 Software’s Services, the Client grants 1902 Software the right to review any Project’s complete or partial source code, including third-party modules, plugins, classes, DLLs, and similar components, at any time, without prior notification to the Client. This review may involve uploading the source code, in whole or in part, to third-party services to complete the analysis. The review will utilize commercially available, proprietary, and self-developed AI code analysis and documentation tools to assess overall code quality, enhance understanding, and identify optimization opportunities. 1902 Software may request that the source code not be used for AI training but makes no guarantee that it will not happen. The goal of the AI-powered analysis is to enhance 1902 Software’s efficiency, consistency, and development speed by leveraging AI-generated comprehensive analysis to understand, develop, and maintain its projects.

9.3 Project chatbot

1902 Software has developed an AI-powered chatbot for projects with access to all project data, designed to be used by both 1902 Software and the Client, including developers, testers, project managers, and stakeholders from both parties. The chatbot allows for both parties to inquire about project details and obtain necessary information more quickly and efficiently than manual review of documents or conversations with team members. The comprehensive access provided to the chatbot is essential for maintaining a high standard of service and support throughout the project’s lifecycle.

Each Project is assigned a unique chatbot with exclusive access to its specific data. However, in instances where multiple Projects are managed under a single company, the data from these Projects will be linked together. This integration ensures the provision of comprehensive information and facilitates efficient project management and support.

The chatbot may utilize commercially available, proprietary, and self-developed tools for code review, document review, image analysis, text analysis, and other tools necessary to conduct review and analysis of project data.

The chatbot’s responses are based on the data available and are intended to provide helpful and timely information. However, these responses should not be considered final or conclusive. The Client is responsible for verifying the information provided by the chatbot before making any decisions based on it. 1902 Software disclaims any liability for actions taken based on the chatbot’s responses. The Client acknowledges that the chatbot is a tool to assist with information retrieval and project management but should not replace professional judgment or advice.

If 1902 Software, including its chatbot, proposes solutions to problems, these proposals should be interpreted as suggestions and not counseling. 1902 Software disclaims any liability to the Client for defects, extra expenses, loss in profit, goodwill, or similar consequences as a result of such proposals. The Client always has the responsibility to choose the final options.

9.4 Recording of conversations

1902 Software may record VOIP, telephone, or video conversations between the Client and developers, designers, project managers, or other personnel of 1902 Software. Such recordings are made for documentation purposes and to enable both parties to review verbal agreements.

In compliance with applicable law, any recording shall be subject to the consent of all parties to the conversation. At the start of each recorded call, 1902 Software shall provide an audible notification that the call is being recorded, and continued participation in the call by the Client and any other participants shall constitute their consent to the recording. Where any participant does not consent to the recording, the call shall not be recorded, or any recording in progress shall be stopped immediately upon objection.

9.5 Data retention

Notwithstanding any provisions on deletion or return of data, 1902 Software reserves the right to retain copies of Project Deliverables, including but not limited to Source Code, documentation, and related Project materials, for up to ten (10) years following the termination of the working relationship with the Client, plus one (1) additional year to align with 1902 Software’s annual deletion schedules.

Such materials shall be retained in protected form, meaning stored in secure systems with restricted access, not actively used in operations, and maintained for the exercise of 1902 Software’s statutory rights and the protection of its legitimate interests, including but not limited to (a) the assertion of 1902 Software’s own claims against the Client under the ten (10) year prescriptive period for actions on written contracts established by Article 1144 of the Civil Code of the Philippines; (b) defense against claims brought by third parties, government agencies, or regulators; (c ) compliance with tax, accounting, and audit obligations; and (d) the protection of intellectual property rights, including authorship and attribution.

For the avoidance of doubt, the contractual limitation on Client claims set out in Section 7.2 does not extend, modify, waive, or otherwise affect 1902 Software’s own statutory rights or the retention period associated with them.

All retained materials shall remain subject to the confidentiality and data protection obligations of these Terms.

Section 10. Security

10.1 No liability for cybersecurity attacks

1902 Software cannot be held liable for cybersecurity attacks affecting the Client’s website, webshop, application, or system, including but not limited to hacking (black hat or white hat), denial of service attacks, malware from compromised files uploaded by end-users or through malicious third-party add-ons, brute force attacks, ransomware, or similar incidents.

10.2 Security audits

1902 Software may assist the Client, at the Client’s discretion, in engaging with third-party companies for security audits. However, the Client is solely and exclusively responsible for the final decisions regarding the security measures for the Client’s website, webshop, application, or system. 1902 Software does not take any responsibility for any security holes, software vulnerabilities (including those in operating systems, frameworks, and libraries used by the application), or hardware vulnerabilities, or for attacks on the Client’s system resulting directly or indirectly from the Client’s decisions, actions, or inactions following the security audit.

10.3 No warranty of security

1902 Software does not warrant that any software developed by 1902 Software will be free from all security vulnerabilities. 1902 Software shall, however, exercise reasonable professional diligence in developing secure code consistent with industry standards prevailing at the time of development. 1902 Software’s liability for security vulnerabilities shall be subject to the limitation of liability provisions in Section 7.

Section 11. Personnel and resourcing

11.1 Philippine holidays

1902 Software has no work on Philippine holidays. The Client will be notified five (5) days before a holiday, when possible.

11.2 Sickness and absence

Tasks may not be assigned or worked on the days when a graphic designer, developer, or other assigned personnel is sick or absent, unless 1902 Software determines that the work can be continued by another graphic designer or developer without loss of productivity and quality. For longer sickness or absence of resources assigned to a Client Project, a new graphic designer or developer with the same qualifications may be assigned to take over the Project as soon as it is practical. If 1902 Software temporarily assigns a graphic designer or developer to a Project, such reassignment should be viewed as a temporary measure, not a permanent solution.

11.3 Working language

All graphic work is done in English (names of menus, labels, and similar elements), unless otherwise agreed in writing.

11.4 Non-poaching and non-solicitation of personnel

The Client shall not, directly or indirectly, solicit, contact, recruit, hire, engage, or retain in any capacity (whether as an employee, contractor, or consultant) any individual whom the Client came to know or interacted with through the engagement and who is or has been an employee or developer of 1902 Software.

This restriction takes effect on the Effective Date and ends on the earlier of:

(a) the date that is two (2) years after the termination or expiration of the engagement; or

(b) the date that is two (2) years after the individual has ceased employment with 1902 Software.

The restriction applies even if the individual initiates the contact.

In the event of any breach of this clause, the Client shall pay 1902 Software liquidated damages equivalent to twelve (12) months of the affected individual’s annual salary or billing rate, in addition to any other legal remedies available, including injunctive relief.

Section 12. Compliance and legal advice

12.1 Legal advice disclaimer

1902 Software does not provide legal advice, legal opinions, or compliance assessments under any circumstances. 1902 Software does not interpret laws, regulations, or legal obligations, and does not confirm whether any Deliverable or solution is legally compliant. Where a Project involves GDPR, accessibility, payment compliance, industry-specific rules, cookie requirements, or other legal obligations, the Client is responsible for providing the specific requirements (directly or through its legal advisors), and 1902 Software’s responsibility is limited to implementing those stated requirements as technical instructions within the agreed scope.

12.2 Performance and traffic assumptions

Where performance, traffic, or load expectations are relevant to a Project, these shall be documented as part of the scope before work commences, including the expected number of concurrent users or transactions, applicable performance targets, the testing method, and the hosting environment relied upon. 1902 Software is not responsible for performance issues that arise from traffic levels or hosting configurations differing from those documented in the scope.

Section 13. Marketing and portfolio

13.1 Portfolio usage

1902 Software reserves the right to showcase Client design and finished Deliverables on 1902 Software’s websites and other promotional channels, as long as this is done with the intention of creating a portfolio for 1902 Software. This can be done by either displaying screenshots of the Client’s Project or by linking directly to the Client’s Project from promotional materials such as websites, Facebook, Instagram, or similar channels.

Section 14. Third-party systems and platforms

14.1 No responsibility for third-party software

1902 Software cannot be held responsible for errors and omissions in any software (such as modules, add-ins, CMS systems, ecommerce solutions, or similar components) acquired for free or against payment in connection with any Project undertaken with 1902 Software, even if these modules were acquired as a result of suggestions made by 1902 Software. Any gaps, problems, or requirements should be sent to the manufacturer of that software.

14.2 Client's choice of CMS and plugins

If a website or webshop is set up in a third-party system, the Client is responsible for choosing which CMS, plugins, add-ons, and extensions should be used, and for ensuring that this software meets the Client’s requirements. This also applies if the Client has been advised by a designer, developer, or project manager from 1902 Software to make a particular choice.

14.3 No responsibility for third-party implementations

1902 Software cannot be held responsible for any errors, defects, delays, or losses in connection with the implementation of third-party systems.

Section 15. Force majeure

15.1 Force majeure events

1902 Software shall not be liable for any failure to perform its obligations for the Project or any Task given as a result of a cause beyond its control, including: war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage, or piracy; plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation, or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster, including but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, or drought; explosion, fire, destruction of machines, equipment, factories, and any kind of installation, prolonged break-down of transport, telecommunication, or electric current; general labor disturbance, including but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; or shortage or inability to obtain critical material or supplies to the extent not subject to the reasonable control of 1902 Software (“Force Majeure Event“).

15.2 Notification

In the case of a Force Majeure Event, 1902 Software shall inform the Client as soon as practicable or technically possible to discuss the Force Majeure Event’s repercussions on the Project and how to proceed.

Section 16. Term and termination

16.1 Term

These Terms govern the engagement from the Effective Date until the engagement is concluded or terminated in accordance with these Terms.

16.2 Termination for material breach

Either party may terminate the engagement for material breach by the other party, following thirty (30) days’ written notice and a reasonable opportunity for the breaching party to cure.

Upon termination becoming effective, the following shall apply:

(a) Finished Tasks. The Client shall pay 1902 Software for all Services rendered and Tasks set to Finished up to the effective date of termination, in accordance with the agreed billing terms.

(b) Tasks in progress. For Fixed Price Tasks that have been commenced but not set to Finished as of the effective date of termination, 1902 Software shall, at its sole discretion, either (i) complete the Task to Finished within a reasonable period and bill the agreed Fixed Price; or (ii) bill the Client a proportionate amount of the agreed Fixed Price, computed based on the percentage of the agreed scope that 1902 Software has completed as of the effective date of termination. 1902 Software shall make a reasonable, good-faith determination of the percentage of scope completed and shall provide the Client with reasonable evidence in support of that determination.

Where the Client has prevented 1902 Software from completing a Task by withdrawing access, refusing to provide necessary information, or otherwise materially obstructing 1902 Software’s ability to complete the work, 1902 Software may bill the full Fixed Price for that Task as if Finished, provided that 1902 Software’s inability to complete is not itself the consequence of 1902 Software’s own breach.

(c ) Milestone-based Projects. For milestone-based Fixed Price Projects under Section 5.2, payments already made for completed or commenced milestones, including any upfront mobilization payment, are non-refundable. Work toward an incomplete milestone shall be treated in accordance with paragraph (b) above.

(d) Prepayment balance. Any prepayment balance remaining after deduction of amounts owed under paragraphs (a) through (c ) shall be refunded to the Client within thirty (30) days of the effective date of termination.

(e) Source Code delivery. 1902 Software shall deliver the Source Code in accordance with Section 8.1, provided that all amounts owed to 1902 Software have been settled in full.

16.3 Survival

The provisions of these Terms that by their nature should survive termination, including but not limited to Sections 6 (Warranty and remedies), 7 (Limitation of liability), 8 (Intellectual property), 9.5 (Data retention), 11.4 (Non-solicitation), and 17 (General provisions), shall survive the termination or expiration of the engagement.

Section 17. General provisions

17.1 Governing law

1902 Software is a Filipino corporation and the Services are carried out in the Philippines. These Terms and any engagement between 1902 Software and the Client shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws principles.

17.2 Exclusive venue

Any action, suit, claim, or proceeding arising out of or in connection with these Terms or any engagement between 1902 Software and the Client shall be brought exclusively before the proper courts of Muntinlupa City, Philippines. The Client expressly submits to the jurisdiction of those courts and waives any objection to that venue on the grounds of forum non conveniens, inconvenience, or otherwise.

17.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with one that achieves, to the extent permitted by law, the original commercial intent of the provision.

17.4 Non-waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of it or the exercise of any other right, power, or remedy. Any exercise of rights under this section remains subject to the applicable limitation periods set forth in these Terms.

17.5 Assignment

The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of 1902 Software. 1902 Software may assign these Terms to any successor entity, affiliate, or in connection with the sale or restructuring of its business, upon written notice to the Client. Any attempted assignment in violation of this Section is void.

17.6 Entire agreement

These Terms, together with any signed proposal, statement of work, Task description, or written agreement between the parties, constitute the entire agreement between 1902 Software and the Client with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, representations, or agreements, whether written or oral. No modification or amendment to these Terms shall be effective unless made in writing and agreed by both parties, except as provided in Section 2.4 for updates to these Terms by 1902 Software.

17.7 Order of precedence

In the event of any conflict or inconsistency between these Terms and any signed proposal, statement of work, Project plan, Task description, or other written agreement between the parties, the more specific document shall prevail over the more general document. Where multiple documents at the same level of specificity conflict, the most recent document in time shall prevail. Where no specific document addresses a matter, these Terms shall govern.

17.8 Version and effective date

These Terms are effective as of May 27, 2026 and supersede all previous versions. The current version of these Terms is available at 1902 Software’s websites.