- The Parties
Seller: 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, hereinafter referred to as 1902, Seller, or Supplier.
Buyer: The company, organization, or individual who buys one or more of the services described in 1902software.com, hereinafter referred to as Buyer or Customer.
- The Customer is represented by the Customer himself or a person designated by the Customer; the Supplier is represented by one or more project managers appointed by 1902's management to carry out the project.
- 1902 sells an intangible service as described in this website 1902software.dk, and the Customer is buying any of these services with payment of a predetermined hourly rate or fixed price (depending on agreement).
- By agreeing on the purchase of services from 1902, the Buyer and Seller both agree on all terms and conditions on this page.
- Business conditions are also applicable to all offers, full or part-deliveries.
- An agreement to purchase is concluded the moment the Buyer has ordered through any physical or digital channel, including but not limited to a written agreement, VOIP, email, online project management system, text message, other messaging apps, etc. which is confirmed by 1902 through any similar physical or digital channels.
- The Buyer is responsible for regularly reviewing these terms and conditions to remain up-to-date with any changes herein.
- Exceptions to the terms and conditions are only valid if these exceptions are in writing and agreed upon both by the Seller and Buyer.
- There is no return policy because all products and services are intangible items which are produced for the Buyer based on the Customer's needs (custom-made). The Buyer is solely and exclusively responsible for the finished product that meets the Customer's requirements.
- In case of errors, problems, or delays in shipment or partial shipment, 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 consequential or inconsequential damages, the Buyer cannot claim compensation from the Seller for such loss that exceeds the amount the Buyer paid for the work or the development that directly caused the loss. It is the Customer's responsibility to prove any loss or damage, as well as to give the Seller full and unrestricted access to any documentation, computers, servers, material, data, or information that substantiate any claimed loss or damage.
- Force Majeure. 1902 shall not be shall 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 such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; shortage or inability to obtain critical material or supplies to the extent not subject to the reasonable control of 1902 (“Force Majeure Event”).
- In the case of a Force Majeure Event, 1902 shall inform the Customer as soon as practicable or technically possible to discuss the Force Majeure Event’s repercussions to the project and how to proceed.
- If 1902 proposes solutions to problems, these proposals should be interpreted as suggestions and not counseling, i.e., 1902 disclaims any liability to the Buyer for defects, extra expenses, loss in profit, goodwill, etc., as a result of such proposals. The Customer always has the responsibility to choose the final options.
- 1902 cannot be held responsible for errors and omissions in any software (e.g., modules, add-ins, CMS systems, e-commerce solutions, etc.) acquired for free or against payment in connection with any project undertaken with 1902 even if these modules were acquired as a result of suggestions made by 1902. Any gaps, problems, and requirements should be sent to the manufacturer of that software (e.g., modules, add-ins, CMS systems, e-commerce solutions, etc.).
- The Customer accepts and agrees that 1902 has no responsibility or any warranty commitments for any work / tasks / job done by 1902, either fully or partially while working indirectly with the Customer. Example of work / tasks / job which is done indirectly could be if 1902 has worked as a subcontractor to one or more of the Customer's current or former suppliers. In such cases, the Customer agrees that any claims must be directed to the previous supplier and not to 1902.
- 1902 uses so-called “base libraries” to develop software. These are collections of often-used source codes for common functionalities and are developed and owned by 1902.
- The Customer does not own these base libraries but 1902 will provide a copy of the source code of the base libraries used at the end of the project. The Customer may use these base libraries and their source code for other purposes:
- developing and selling new projects with these base libraries even without involving 1902;
- using the base libraries for new projects partnering with their subsidiaries or other companies; and
- licensing software containing these base libraries to future customers.
- However, the Customer is not allowed to sell the base libraries nor their source codes as stand-alone products as this would be in direct competition with 1902.
- As is common in the industry, 1902 also copies code snippets that it has previously written from one project to another as well as from tutorial sites, official platforms, manufacturer’s website, module, and library documentations and other reputable portals where developers exchange ideas, etc. If the Customer does not agree to this, the Customer has to inform 1902 before commencement of the working relationship. In such a case, 1902 shall not use this practice.
- The use of these base libraries and code snippets makes the development process more efficient for 1902 and therefore less expensive for the Customer. Further, the use of these base libraries and code snippets is taken into consideration in the final estimate of the project. The Customer may opt not to use these base libraries or code snippets for the project and 1902 will oblige. However, removing these base libraries and/or not using code snippets will require the final estimated hours and price to be adjusted.
- 1902 also uses “third-party libraries” or components as applicable to the project. 1902 holds licenses for these third-party libraries that allow 1902 to develop and deploy projects using these libraries. Note that license terms vary across different third-party libraries, but normally, as long as 1902 is the supplier of the Customer for the project, development using these third-party libraries may continue. There are some third-party libraries that also require the Customer to purchase their own license in addition to 1902’s developer license. The Customer is responsible for keeping up-to-date with such licenses for the third-party libraries used in their software application (website, webshop, app, etc.)
- Depending on the actual license terms, normally once 1902 ceases to be the Customer’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 Customer or other entities may require the Customer to purchase the corresponding licenses for the use of these libraries.
- The Customer has the right to use, resell, lend or give away the finished product and / or component without any limitations provided that the Customer does not have any financial outstandings, such as but not limited to overdue bills.
- 1902 shall relinquish any claims to ownership of the source code it has written, with the exception of the base libraries mentioned above, to the Customer upon the Customer’s full payment of the services rendered by 1902, unless otherwise agreed.
- If the Customer has a financial dispute with 1902 such as bills with overdue payment period, this gives 1902 the rights to the product or products that are not fully paid. At the same time, 1902 can continue to demand that the Customer fully settle any outstanding.
- All delivery times are approximate and come with no guarantee of any kind; thus, the Customer waives the right to claim damages for delay.
- With the purchase of "ad hoc" hours, the Customer can get work done as long as 1902 has a graphic designer and/or a developer who is available. If this is not the case, the Customer will be given an estimated time for when the job will be done.
- 1902 has no work on Philippine holidays. The Customer will be notified 5 days before a holiday, when possible.
- Tasks may not be assigned or worked on the days when a graphic designer and/or a developer is sick, unless 1902 determines that the work can be continued by another graphic designer and/or developer without loss of productivity and quality.
- For longer sickness/absence of resources assigned to a Customer project, a new graphic designer and/or developer with the same qualifications may be assigned to take over the project as soon as it is practical.
- If 1902 temporarily assigns a graphic designer and/or a developer to a project, such reassignment should be viewed as a temporary measure, not a permanent solution.
- All graphic work is done in English (names of menus, etc.).
- 1902 reserves the right to showcase Customer design and finished websites on 1902's company websites, as long as this is done with the intention of creating a portfolio for 1902. This can be done by either displaying screenshots of the Customer’s website or by linking directly to the Customer’s site from promotional material such as websites, Facebook, Instagram, etc.
- If a website or webshop is set up in a third-party system, the Customer is responsible for choosing which CMS, plugins, add-ons and extensions should be used and that these software meets the Customer's requirements. This also applies if the Customer has been advised by a designer, developer, or project manager from 1902 to make a particular choice.
- 1902 cannot be held responsible for any errors, defects, delays or losses in connection with implementation of third-party systems.
- The Customer is responsible for quality control and should coordinate any bug fixes and improvements with the designer, developer, or project manager.
- When the Customer purchases ad hoc services (specific number of hours), the Customer must pay the full amount in advance before work begins.
- 1902 may record VOIP or telephone conversations between the Customer and developers, designers and project managers of 1902. This is necessary for documentation; and for 1902 and the Customer to review verbal agreements.
- 1902 is a Filipino corporation and the work is carried out in the Philippines. Any disputes must be settled following the laws of the Republic of the Philippines.
- In terms of payment, the invoices are due five (5) days after the invoice date.
- If the Customer fails to settle the outstanding balance on the deadline, an additional amount of USD 100 will be applied for each reminder that 1902 issues to the Customer. A calculated penalty of 1.75% interest per month from the expiration of the payment due date will be added, until the gross outstanding balance is paid by the Customer and is deposited to 1902's bank account.
- Transaction fees associated with payments shall be up to a maximum of USD 10 or EUR 10 or AUD 14 whichever applies. Any excess amount will be charged to the Customer.
- 1902 cannot be held liable in any way for cybersecurity attacks such as but not limited to hacking (black hat or white hat), denial of service attack (DOS), malware from compromised files from external sources, which can be uploaded by end-users or malicious third-party add-ons, brute force attacks to gain system access, ransomware, etc. that may occur on the Customer’s website, webshop, app, or system.
- 1902 may assist the Customer, at the Customer’s discretion, in engaging with third-party companies for security audits. However, the Customer is solely and exclusively responsible for the final decisions regarding the security measures for the Customer’s website, webshop, app, or system. 1902 does not take any responsibility for any security holes, software (operating systems, frameworks and libraries used by the application) or hardware vulnerability, or attacks on the Customer’s system, resulting (directly or indirectly) from the Customer’s decisions, actions, or inactions, following the security audit.
- 1902 does not give any express or implied warranty or guarantee against any security vulnerabilities, security errors, security breach, etc. including but not limited to vulnerabilities caused by programming errors in software, i.e., in compiled or uncompiled source code, functional programs or program parts (websites, webshops, web or desktop applications, mobile apps, frameworks, modules, libraries, etc.) which 1902 has, in full or in part, developed or participated in the development of, even if such vulnerabilities are caused by the negligence of 1902, its employees, or partners.
- The Customer understands that any software has or is prone to security vulnerabilities, and 1902 cannot be obliged to fix any bugs or errors on the Customer’s website, webshop, app, or system. 1902 reserves the right to refuse requests to resolve or fix such bugs and errors from the Customer at 1902’s own discretion, even if 1902 has, in full or in part, developed or participated in the development of the Customer’s system.
On personal data
- 1902 collects the following information from the Customer, or the authorized representative(s) of the Customer, upon the Customer’s purchase of 1902’s services:
- Company name and the authorized representative’s position
- Company address
- Company registration number
- Phone number(s)
- Accounts on messaging apps, such as Skype or WhatsApp
- Information about other individuals assigned by the Customer to coordinate with 1902 on the project that 1902 is doing for the Customer, such as:
- Phone number
- Accounts on messaging apps, such as Skype or WhatsApp
- Company branch assignment, if any
- Customer’s financial information, (e.g., bank information and annual income)
- Other information that the Customer provides to 1902 in the course of the parties’ working relationship
- 1902 collects the above-mentioned information from the Customer in order to:
- efficiently provide 1902’s service(s) to the Customer, including maintaining constant communication with the Customer throughout the project that 1902 is doing for the Customer and collecting sufficient details as necessary for 1902 to perform the tasks that the Customer has assigned;
- to send the Customer billings and invoices for the service(s) 1902 has rendered as well as to collect payments or return excess of such; and
- to comply with legal requirements imposed to 1902 by certain government agencies regarding the data of 1902’s customers.
- If the Customer is subscribed to 1902’s newsletter or other marketing emails, the Customer can choose to unsubscribe from 1902’s mailing list(s). However, 1902 shall still contact the Customer, through email or other means, as necessary for 1902 to provide service(s) to the Customer.
- For services or projects that involve the transfer of personal data by the Customer to 1902 and 1902’s processing of such personal data on behalf of the Customer, 1902 and the Customer shall enter into a Contract for transfer of personal data to processors and a Data Processing Agreement (together, “the contracts”) to comply with laws and regulations concerning such personal data.
- 1902 will send the contracts to the Customer prior to establishing a business relationship, i.e., shortly before 1902 starts on the project or task as agreed with the Customer.
- The contracts will be customized according to the details of the project with the Customer, and therefore will not be made available online or without the certainty of a forthcoming business agreement between 1902 and the Customer.
Business contingency plan
In case of a crisis, emergency, or incident that leads to a disruption of 1902’s normal business operations, i.e., rendering it nonviable or unsafe for employees to travel and report to 1902’s physical office, 1902 shall activate its business contingency plan (BCP).
- This serves as a general description of the BCP and is subject to modifications and updates as applicable to the actual situation. 1902 will notify the Customer of significant updates via e-mail as necessary.
- 1902’s employees shall be allowed to work remotely, i.e., from home, subject to the Philippine Export Zone Authority (PEZA)’s rules and regulations concerning remote work for certified export companies like 1902, as well as assuming that electricity and internet service providers are still operational, and provided that the same level of security is in place for protecting the personal data from the Customer.
- 1902’s employees shall be assigned a virtual machine (VM) hosted on Microsoft Azure, which they will use to access files and data from 1902 ’s virtual servers.
- Technical security
a. 1902’s employees are only allowed virtual access to personal and project data for the purpose of fulfilling certain programming, testing, and bug fixing tasks in relation to the Customer’s project.
c. In addition to these technical security measures, 1902 also implements the following policies concerning its employees’ own computers:
- The connection to the virtual network will be configured in a way that prevents employees from copying, downloading, uploading, or transferring content and files to and from 1902’s servers and their respective virtual machines.
- 1902’s employees shall verify that their computers are running genuine operating systems and are equipped with appropriate software for virus and malware protection.
d. A certificate is also required to connect to the virtual private network in Azure. Through the VPN, employees can connect to their virtual machines or access the files and folders in the virtual server within the virtual network. The certificates are in a secure file-sharing service, and a password is required to download the files. Installing the certificate on Windows computers also requires a password provided by 1902’s system administrator.
- This BCP may be implemented at any time by 1902 as it sees fit or as instructed by local authorities, without the need for further authorization by the Customer.
Last updated July 21, 2022