Terms of Service

1. Acceptance of Terms & Service Scope

These Terms of Service (“Terms”) constitute a legally binding agreement between Splace Operations Philippines (“Splace,” “we,” “us,” or “our”) and the corporate entity or individual (“Client,” “you,” or “your”) accessing or utilizing Splace workforce infrastructure platform, services, software portals, or Davao physical hubs.

By executing a Master Services Agreement (MSA), Statement of Work (SOW), or accessing Splace client services, you agree to be bound by these Terms, along with our Privacy Policy. If you are entering into these Terms on behalf of a company, you represent that you have legal authority to bind that entity.

2. Core Service Pillars

Splace provides workforce infrastructure through three primary service pillars under a single accountable SLA and unified invoice structure:

A. Managed Teams (“Ops Pods”)

Pre-configured 5–15 FTE operational units (CX, Finance Ops, Sales Operations) deployed within 30 days. Splace manages operational oversight, team management, AI workflow integration, and outcome SLAs specified in individual SOWs.

B. Employer of Record (EOR)

Splace acts as the Philippine legal employer of record (DOLE DO 174 compliant) for talent selected or managed by Client. Splace handles payroll administration, statutory contributions (SSS, PhilHealth, Pag-IBIG), 13th-month pay, BIR tax withholding, and labor compliance.

C. Secure Infrastructure Hubs (Seat Leasing)

Deployment of dedicated workspace within Splace Davao facilities featuring per-client VLAN network segmentation, 24/7 biometric physical access control, clean-desk policy enforcement, and client audit logs.

3. Operational SLAs & Guarantees

Additional SLAs are itemized per engagement and include response-time commitments, uptime for hosted portals, statutory-remittance timeliness, and quarterly business-review cadence. Failure to meet a written SLA triggers the remedy specified in the applicable MSA (typically service credits against future invoices).

4. Client Obligations

Client agrees to:

• Provide accurate, complete information required for onboarding, invoicing, and payroll processing of EOR staff;
• Comply with all applicable laws in Client's home jurisdiction relating to the engagement of offshore workforce;
• Provide reasonable direction and feedback to the assigned Splace team to enable outcome delivery;
• Not use Splace services for unlawful activities, harassment, discrimination, or any activity prohibited by Philippine labor law;
• Respect the employment relationship between Splace and EOR staff — Client does not have the authority to hire, fire, discipline, or unilaterally alter compensation of EOR employees;
• Pay all undisputed invoices within the terms specified in the applicable SOW.

5. Fees & Billing Terms

Pricing for each engagement is set out in the applicable SOW. Standard commercial terms:

• EOR services — billed monthly in advance, per FTE, at the rate specified in the SOW. Statutory contributions and 13th-month accrual are itemized separately.
• Managed Teams (Ops Pods) — billed monthly at the fully-loaded pod rate; a minimum 90-day initial term applies unless otherwise agreed.
• Secure Hubs (seat leasing) — billed monthly per seat; setup fees waived for engagements bundling EOR or Managed Teams.
• Payment terms — Net 15 from invoice date unless otherwise agreed. Late payments accrue interest at 1.5%/month or the maximum permitted by law, whichever is lower.
• Currency — invoiced in USD by default; other currencies available upon request with an FX-adjustment clause in the SOW.

Pricing figures displayed on the Splace website (including the Sourcing Cost & ROI Calculator) are illustrative estimates. Binding pricing is confirmed only in the executed SOW.

6. Intellectual Property & Work Product

Client IP. Client retains all right, title, and interest in Client materials, brand assets, and pre-existing intellectual property provided to Splace for the purpose of the engagement.

Work product. Unless otherwise specified in the SOW, all deliverables, documentation, and work product created specifically for Client by the assigned Splace team (“Work Product”) are assigned to Client upon full payment of the invoice covering the period in which the Work Product was created.

Splace IP. Splace retains all right, title, and interest in Splace's pre-existing methodologies, playbooks, AI-workflow templates, quality-assurance frameworks, and platform tooling. Client is granted a non-exclusive, non-transferable licence to use these solely for the purpose and duration of the engagement.

Third-party IP. Where the engagement uses third-party software or platforms (e.g., Client's CRM, ticketing system), Client is responsible for procuring appropriate licences covering Splace's use on Client's behalf.

7. Confidentiality & Security

Each party agrees to hold in confidence all non-public information disclosed by the other party in connection with the engagement (“Confidential Information”) and to use it solely for the purpose of performing under these Terms.

Splace maintains the following operational security controls:

• Physical security — CCAP-accredited Davao facilities; 24/7 biometric access; CCTV coverage; clean-desk policy enforcement;
• Network security — per-client VLAN segmentation; no shared client networks; DaaS layer available for regulated industries;
• Personnel security — background checks; HIPAA-level training available on request; role-based access controls;
• Certifications — CCAP accredited; ISO 27001 certification in progress (~65% complete as of the effective date).

Confidentiality obligations survive termination for a period of five (5) years or as specified in the MSA. Return or destruction of Confidential Information upon termination is handled per the MSA's data-handoff provisions.

8. Liability & Warranties

Warranty. Splace warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for BPO providers. Splace makes no other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted by law.

Limitation of liability. Except for breaches of confidentiality, indemnity obligations, or gross negligence/wilful misconduct, each party's aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by Client to Splace under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of consequential damages. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits, lost data, or business interruption) arising out of or relating to these Terms, even if advised of the possibility of such damages.

These limitations do not apply where prohibited by applicable law.

9. Term & Termination

Term. These Terms remain in effect for the duration of any active MSA or SOW between the parties.

Termination for convenience. Either party may terminate an SOW for convenience upon thirty (30) days' written notice, subject to any minimum-term commitments specified in the SOW.

Termination for cause. Either party may terminate immediately upon material breach that remains uncured for fifteen (15) days after written notice. Non-payment by Client is grounds for immediate suspension of services.

Effect of termination. Upon termination: (i) Client remains liable for fees accrued through the termination date; (ii) Splace will cooperate in reasonable transition assistance for a period of thirty (30) days at then-current time-and-materials rates; (iii) EOR employees will be transitioned or offboarded per Philippine labor law and the terms of their employment agreement; (iv) provisions regarding confidentiality, IP, indemnity, and limitation of liability survive termination.

10. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law rules. Any dispute arising out of or in connection with these Terms shall first be submitted to good-faith negotiation between the parties' senior representatives for a period of thirty (30) days.

Disputes not resolved through negotiation shall be finally settled by arbitration administered by the Philippine Dispute Resolution Center Inc. (PDRCI) under its Arbitration Rules, with the seat of arbitration in Davao City, Philippines and the language of proceedings in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

Notices. Legal notices to Splace should be sent to info@splacebpo.com and by post to Splace Operations Philippines, Davao City, Philippines.

These Terms of Service are a starting-point template drafted for Splace Operations Philippines operating as a Philippine BPO with international clients. They are not a substitute for legal advice — have your counsel review before publication.