Effective Date: October 2025

These Client Service Terms outline the standard terms under which MACRES TRAINING CONSULTANCY SERVICES engages clients for fractional and project-based communications consultancy. Specific scopes, fees, and deliverables will be detailed in your proposal.

These Terms of Services (“Terms”) govern the provision of consultancy, communications, events, and production management services (collectively, the “Services”) by MACRES HOUSE TRAINING CONSULTANCY SERVICES (“Consultant,” “we,” or “our”), a sole proprietorship duly established under the laws of the Republic of the Philippines, with principal office at 4F Commerce & Industry Plaza, 1100 Park Avenue, Upper McKinley, Taguig City 1634.

By engaging the Services or signing a proposal or equivalent instrument (the “Signed Proposal”), the client (“Client” or “you”) agrees to be bound by these Terms.

1. NATURE OF SERVICES

1.1. These Terms formalise the engagement of the Consultant as the sole service provider for communications consultancy services, drawing on the Consultant’s expertise. These services include strategic advisory, content delivery, creative direction and production, external relations, events management, logistics coordination, supplier management, and execution of full-scale events and activations.

1.2. The precise scope, deliverables, and timelines of the services shall be as defined in the Proposal attached as Annexe “A”. The Consultant shall only be obligated to perform those services expressly stated in the Proposal and any mutually agreed extensions or modifications thereof.

1.3. For these Terms, the “Proposal” refers to Annexe A, a mutually approved document setting forth the agreed-upon services, success indicators, timelines, and fees. The Proposal may be signed physically or digitally, provided that such digital approval includes verifiable proof of acceptance (e.g., full name, date, and time stamp). This document is binding to these Terms.

1.4. The term “Services” shall mean the consultancy activities detailed in the Proposal, including any additions or changes formally agreed to in writing by both Parties.

2. ACCEPTANCE AND COMMENCEMENT

2.1 These Terms shall take effect upon mutual execution by both Parties and receipt of any required upfront payment as specified in the Proposal.

2.2 Services shall not commence unless full compliance with the Proposal’s payment terms has been met.

2.3 The Consultant reserves the right to refuse or withdraw from any assignment that is unlawful, unethical, misleading, in violation of professional standards, or that may materially harm the Consultant’s reputation. The Consultant shall notify the Client in writing in such cases.

2.4 The Parties confirm that they are entering into these Terms voluntarily, without coercion, undue influence, or mental reservation, and after careful review of its terms and conditions.

3. PROVISION OF THE SERVICES

3.1 Standard of Care. The Consultant shall deliver the Services with reasonable skill and care, consistent with industry standards.

3.2 Operational Changes by Consultant. The Consultant may make operational changes to the Services without the Client’s prior consent, provided such changes enable effective fulfilment of responsibilities and conform to industry standards. Fees shall remain unaffected unless the changes materially and adversely affect the Services, in which case the Client’s prior written agreement shall be required.

3.3 Working Days and Hours. Where reflected in the Signed Proposal, working days and hours are indicative only and shall be deemed suggested working days and hours (Mondays–Fridays, Philippine time).

3.4 Liability for Goods. The Consultant shall not be liable for loss of or damage to the Client’s goods unless such loss or damage results directly from the recklessness of the Consultant’s vendors or workforce.

3.5 Client Products Disclaimer. The Consultant disclaims liability for the quality, performance, or legality of products, services, or samples offered solely by the Client.

3.6 Coverage and Performance Disclaimer. The Consultant does not guarantee media coverage, exposure, or specific performance outcomes unless expressly indicated as paid, sponsored, or partnership-based services in the Signed Proposal, with all related costs for the account of the Client.

3.7 Alignment with Client Interests. The Consultant shall act in alignment with the Client’s interests unless the requested actions are unlawful, untruthful, or contrary to the public interest, in which case the Consultant shall promptly inform the Client.

3.8 Client Manpower. The Consultant shall not be responsible for the acts, omissions, or performance of the Client’s employees, contractors, suppliers, or other stakeholders not within the Consultant’s payroll or control.

3.9 Retention of Experience. The Consultant retains the right to utilise general knowledge, experience, frameworks, and skills acquired in the course of providing the Services, provided no confidential or proprietary information of the Client is disclosed.

3.10 Change of Scope. Any request outside the scope of the Signed Proposal shall require a separate written agreement and may adjust timelines and Fees. The Consultant shall have no obligation to commence such changes absent prior written acceptance of revised Fees.

4. CLIENT RESPONSIBILITIES

4.1 The Client shall provide timely access, information, materials, and approvals necessary for the Consultant to perform the Services effectively.

4.2 The Client shall follow the Consultant’s processes, guidelines, and timelines in providing required inputs and materials in the agreed format. Any delay in providing inputs or approvals shall proportionally extend delivery timelines and shall not constitute a breach by the Consultant. Payment obligations remain unaffected.

4.3 The Client warrants the legality, truthfulness, and accuracy of all materials and information provided to the Consultant.

4.4 The Client shall indemnify the Consultant against any claims, damages, regulatory fines, or liabilities arising from the Client’s materials or instructions, including claims relating to copyright, patent, defamation, intellectual property infringement, or statutory breaches.

5. PRICES AND PAYMENTS

5.1 Down Payment. The Client shall pay sixty percent (60%) of the total Fees, including applicable taxes, as a non-refundable down payment. No Services shall begin until the down payment is received in cleared funds. This down payment secures the Consultant’s availability, allocation of resources, and scheduling priority, and shall not be refunded under any circumstances.

(a) Retainer engagements. The down payment is due and payable before the first day of the retainer period and shall cover the initial month’s Services.

(b) One-time projects. The down payment is due and payable before the Consultant commences any work on the project, unless an alternative schedule is expressly set out in the Signed Proposal.

5.2 Balance Payment. The remaining forty percent (40%) of the total Fees, including applicable taxes, shall be paid as follows:

(a) Retainer engagements. The balance is due prior to the last day of each service month. The Consultant shall issue the invoice at least fifteen (15) calendar days before month-end, and the Client shall ensure full payment is received by the last day of that service month.

(b) One-time projects. The balance is due upon completion of the Services, or in accordance with any milestone schedule set out in the Signed Proposal. Payment shall be made within fifteen (15) business days of the Consultant’s invoice and in all cases no later than fifteen (15) calendar days from completion of the Services, whichever is earlier.

5.3 Liquidated Damages for Late Payment. Payments delayed beyond thirty (30) days of the due date shall incur liquidated damages equal to two percent (2%) per month of the outstanding amount, accruing daily until full settlement. The Parties expressly agree these liquidated damages constitute a genuine pre-estimate of disruption, administrative burden, opportunity cost, and resource reallocation, and do not constitute interest or a penalty. Liquidated damages are recoverable without prejudice to statutory interest.

5.4 Suspension Rights. The Consultant may suspend Services immediately upon non-payment, without liability, until all overdue amounts are settled, and may withhold Deliverables until all overdue amounts are fully paid.

5.5 Withholding Tax. For Clients subject to Philippine tax laws, the Client shall submit a duly filed BIR Form No. 2307 with each payment. For Clients outside the Philippines, all Fees shall be paid net of any foreign withholding obligations; gross-up provisions shall apply such that the Consultant receives the agreed net amount.

5.6 Currency & Bank Charges. All Fees are denominated and payable in Philippine pesos unless otherwise stated in the Signed Proposal. If the Client elects to pay in a foreign currency, conversion to Philippine pesos shall be at the prevailing exchange rate on the invoice date.

(a) The Client shall bear all costs associated with the transfer, including exchange losses, bank charges (local and international), wire/transfer fees, intermediary bank fees, payment platform fees, and any other fees necessary to ensure the Consultant receives the full invoiced amount in cleared Philippine pesos.

(b) Under no circumstances shall the Consultant absorb or be liable for any deductions, offsets, or charges arising from the Client’s chosen method of payment.

5.7 Chargeback Waiver. The Client shall not initiate chargebacks, payment reversals, or disputes through credit card, PayPal, or similar channels. Any chargeback constitutes a material breach, entitling the Consultant to recover Fees plus all associated costs.

5.8 Partial Terms. There is no provision for partial refunds, retroactive discounts, or reductions in agreed fees after the Consultant begins work, unless otherwise agreed in writing by both Parties.

5.9 Additional Safeguards.

(a) The Client shall not withhold, offset, or delay any payment due to the Consultant based on dissatisfaction with, or disputes arising from, the performance of third-party suppliers or vendors. Payments to the Consultant are independent of any claims the Client may have against such third parties.

(b) Other projects, service requests, or fees outside scope of the Proposal, as well as any additional expenses necessary to carry out the work—including but not limited to transportation, meals, tickets, software and platform fees, re-printing or re-production of materials or merchandise, third-party support tools, and content hosting—shall be invoiced separately and paid within fifteen (15) calendar days of the invoice date. The Client remains liable for such reimbursables or payments in full, even if third-party production or service providers (including but not limited to printing, manpower, staging, logistics, or related services) fail to deliver, cancel, or default. 

(c) Any price variations due to changes in scope, tax, or supplier costs shall be capped at ten percent (10%) of the total Fees unless expressly agreed in writing by both Parties.

5.10 After-Service Billing. Notwithstanding Clauses 5.1 and 5.2, the Consultant may, at its sole discretion and as expressly set out in the Signed Proposal, agree to bill the Client after the Services have been fully rendered.

(a) In such cases, the Consultant shall issue an invoice upon completion of the Services, and the Client shall pay the full invoiced amount, including applicable taxes, within fifteen (15) calendar days of the invoice date, unless a different payment schedule is expressly agreed in writing.

(b) Any after-service billing arrangement must be expressly stated in Annexe A; in the absence of such, the standard down payment and balance schedule, including other provisions of this Section 5, applies.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Consequential Loss. The Consultant shall not be liable for indirect, incidental, or consequential damages, including loss of profits, goodwill, data, or opportunities, even if advised of the possibility of such damages.

6.2 Delays Beyond Control. The Consultant shall not be in breach for delays or failures caused by force majeure, acts or omissions of the Client, or reliance on incomplete or inaccurate information supplied by the Client.

6.3 Data & Security. The Consultant shall not be liable for unauthorised access to Client data or systems unless caused solely by gross negligence or wilful misconduct.

6.4 Aggregate Liability Cap. Except for liability arising from gross negligence, wilful misconduct, fraud, statutory liability, breaches of confidentiality, indemnity obligations, or intellectual property infringement, the Consultant’s total liability shall not exceed the total Fees actually paid by the Client under the specific Signed Proposal giving rise to the claim.

6.5 Shared Responsibility. Where both Parties contributed to the loss, liability shall be apportioned in proportion to each Party’s proven fault.

6.6 Subcontractor Liability. The Consultant remains responsible for subcontractors; however, liability for subcontractor acts shall not exceed the cap in Clause 6.4.

6.7 Client Liability. The Client’s liability for damages arising from breach, cancellation, or unauthorised use of Deliverables shall be no less than one hundred percent (100%) of the total contract value, without prejudice to indemnities and liquidated damages.

7. TERMS OF CANCELLATION

7.1 Non-Refundability. All payments made are strictly non-refundable, except as expressly provided herein.

7.2 Consultant Cancellation. If the Consultant cancels the Services for reasons not due to force majeure and the Client has complied with its obligations, the Consultant shall refund the pro-rated value of any Services not yet delivered.

7.3 Client Cancellation or Early Termination. If the Client cancels or terminates for convenience before completion:

(a) all Fees already paid remain non-refundable;

(b) all remaining unpaid Fees for the entire contract value become immediately due and payable;

(c) all work-in-progress and reserved capacity shall be deemed fully earned, regardless of completion percentage; and

(d) the Consultant shall be entitled to liquidated damages equal to twenty percent (20%) of the total contract value, representing disruption, reallocation of resources, and opportunity costs.

7.4 Event Cancellation. For any events, whether or not ticket-selling or sponsor-driven, if the Client cancels due to internal reasons (e.g., poor sales, restructuring, inadequate marketing), the Client remains liable for one hundred percent (100%) of the contract price. Cancellation by third-party suppliers, sponsors, venues, or production providers engaged by either the Consultant or the Client shall not excuse the Client’s payment obligations; provided, however, that where the Consultant directly engaged such supplier, the Consultant shall use commercially reasonable efforts to mitigate the impact of non-performance.

7.5 Consultant Termination for Cause. The Consultant may terminate immediately if the Client engages in unlawful conduct, reputationally harmful activity, breach of confidentiality, or material violation of these Terms. In the case of reputational harm, the Consultant may recover liquidated damages equal to thirty percent (30%) of the contract value.

7.6 Force Majeure Clarification. Force majeure suspends but does not extinguish the Client’s payment obligations for work already performed.

7.7 Acknowledgement of Reasonableness. The Parties acknowledge that the liquidated damages stipulated herein constitute a fair and reasonable pre-estimate of the Consultant’s losses and shall not be construed as a penalty.

8. WARRANTIES AND OTHER POLICIES

8.1 Professional Standards. The Consultant warrants that the Services will be performed with reasonable skill, diligence, and professionalism, consistent with industry practice.

8.2 No Refund Policy. No refunds shall be provided once Services commence.

8.3 Correction as Sole Remedy. In the event of proven non-conformance with agreed standards, the Client’s sole remedy shall be correction or re-performance of the Services, or a reasonable alternative remedy, at the Consultant’s discretion.

8.4 Client Miscommunication. The Consultant shall not be liable for delays, errors, or non-performance arising from miscommunication, misinterpretation, or incomplete information supplied by the Client.

8.5 B2B Transactions. The Parties acknowledge that the Services are performed under a fractional or project-based consultancy framework, exclusively within a business-to-business context and exempt from consumer refund laws.

9. CONFIDENTIALITY

9.1 Obligation. Each Party shall keep strictly confidential all proprietary, financial, business, and technical information received from the other Party in connection with the Services.

9.2 Permitted Disclosures. Disclosure may be made with prior written consent, to professional advisers under confidentiality, or where required by law or competent authority.

9.3 Client Confidentiality. The Client shall not disclose the Consultant’s pricing, methodologies, frameworks, or proprietary processes to competitors or third parties without prior written consent.

9.4 Duration. Confidentiality obligations remain in force during the term and for five (5) years thereafter.

9.5 Survival. Confidentiality obligations survive termination or expiry of these Terms.

9.6 Injunctive Relief. The Consultant shall be entitled to immediate injunctive relief to prevent unauthorised disclosure or use of Confidential Information, without posting bond.

10. INTELLECTUAL PROPERTY AND PUBLICITY

10.1 Ownership of Deliverables. Deliverables created specifically for the Client shall become the Client’s property only upon full and final payment of all Fees. Until such payment, all intellectual property rights in the Deliverables remain with the Consultant.

10.2 License Before Payment. Prior to full payment, the Client shall have no licence to use, reproduce, or commercially exploit the Deliverables except for internal review. Any unauthorised use prior to full payment entitles the Consultant to: (a) claim liquidated damages equal to one hundred percent (100%) of the contract value; and (b) demand immediate cessation of use and seek injunctive relief without bond.

10.3 Pre-Existing Rights. The Consultant retains ownership of all pre-existing materials, know-how, methodologies, templates, and intellectual capital used in delivering the Services. The Client shall not replicate, reverse-engineer, or commercialise such methodologies, templates, or processes without prior written consent, whether or not such materials form part of the Deliverables.

10.4 Portfolio & Publicity. The Client grants the Consultant a perpetual, non-exclusive licence to identify the Client’s name and logo in marketing materials, credentials, and proposals, unless expressly prohibited in writing. The Consultant may reference non-confidential aspects of the Services in credentials, proposals, or case studies and disclose non-confidential details in marketing, provided no proprietary or sensitive Client information is revealed. This licence survives termination unless expressly revoked in writing prior to termination.

11. INDEMNITY

The Client shall indemnify and hold harmless the Consultant, its officers, employees, subcontractors, and agents from all claims, damages, liabilities, costs, or expenses (including legal fees) arising out of or in connection with:

(a) the Client’s materials, instructions, or information provided;

(b) any breach by the Client of these Terms, applicable laws, or third-party rights;

(c) any claim that the Client’s materials infringe third-party intellectual property or proprietary rights;

(d) any negligent or wilful acts of the Client or its personnel; or

(e) any regulatory fines, sanctions, or penalties resulting from the Client’s misrepresentation or unlawful conduct.

This indemnity survives termination or expiry of these Terms.

12. ASSIGNMENT AND SUBCONTRACTING

12.1 The Consultant may assign, transfer, or subcontract any of its rights or obligations under these Terms, in whole or in part, for efficient service delivery.

12.2 The Consultant shall remain responsible for the performance of subcontractors and shall ensure they are bound by confidentiality and professional obligations consistent with these Terms.

12.3 The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Consultant.

12.4. Where the Client engages its own third-party vendors or service providers directly, the Consultant shall not be responsible for their performance, deliverables, or quality. Any assistance the Consultant provides in coordinating with such vendors shall be considered courtesy support only and shall not transfer responsibility or liability to the Consultant.

12.5. Where the Consultant advances payments to Client’s suppliers or subcontractors on behalf of the Client, such costs shall be invoiced together with applicable processing or administrative fees and reimbursed in full by the Client, regardless of the supplier’s performance or delivery. For avoidance of doubt, the Consultant assumes no liability for the quality, timeliness, or outcomes of third-party suppliers engaged directly by the Client.

13. FORCE MAJEURE

13.1 Neither Party shall be liable for failure or delay caused by events beyond reasonable control, including acts of God, natural disasters, war, civil unrest, pandemics, government restrictions, power failures, or strikes. The affected Party shall promptly notify the other Party in writing and use reasonable efforts to mitigate the impact. Any obligations suspended shall resume once the force majeure event ceases. All Fees already paid remain non-refundable.

13.2 If the force majeure event continues for more than sixty (60) days, either Party may terminate with written notice, without refund of Fees already paid.

14. INTEGRATED TERMS

14.1 Entire Terms. These Terms and the Signed Proposal (including Annexes/Schedules) constitute the entire agreement and supersede all prior discussions or arrangements.

14.2 Severability. If any provision is held invalid or unenforceable, the remainder shall remain effective.

14.3 Non-Waiver. Failure by either Party to enforce any right or provision shall not constitute a waiver of such right or provision.

14.4 Survival. Clauses relating to payments, confidentiality, indemnity, limitation of liability, intellectual property, and dispute resolution survive termination.

14.5 Order of Precedence. In the event of conflict between these Terms and the Signed Proposal (including Annexes/Schedules), the specific commercial terms in the Signed Proposal shall prevail, and these Terms shall govern in all other respects. 

14.6 Updates to Terms.

The Consultant may update or modify these Terms from time to time to reflect operational, legal, or regulatory changes. Any such updates shall be published on the Consultant’s official website at macres-house.com/terms-of-services and shall apply prospectively to engagements entered into after the effective date of such updates. Existing Clients shall be notified in writing if updates materially affect ongoing engagements.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 These Terms shall be governed exclusively by the laws of the Republic of the Philippines.

15.2 The Parties shall first attempt amicable settlement through negotiation within thirty (30) days of notice of dispute.

15.3 If unresolved, disputes shall be referred to final and binding arbitration under the Philippine Alternative Dispute Resolution Act of 2004 (RA 9285).

15.4 Arbitration shall be conducted only in Metro Manila, in English, by a sole arbitrator agreed by the Parties or appointed by the Philippine Dispute Resolution Center, Inc. (PDRCI).

15.5 The arbitral award shall be final, binding, and immediately enforceable, and judgment may be entered in any court of competent jurisdiction.

15.6 The prevailing Party shall be entitled to recover all costs of arbitration, including attorney’s fees, tribunal expenses, expert fees, and enforcement costs.

15.7 For foreign Clients, the Parties acknowledge that arbitral awards shall be enforceable under the New York Convention (1958). All legal fees, court costs, translation fees, registration expenses, and enforcement costs, including but not limited to transportation, lodging, administrative, and ancillary expenses incurred by the Consultant in connection with enforcement abroad, shall be fully borne by the Client where the Client elects to pursue recognition and enforcement outside the Philippines.

16. NON-SOLICITATION

The Client agrees that during the term of the Services and for forty-eight (48) months after termination, it shall not directly or indirectly solicit, employ, or engage any employee, consultant, or subcontractor of the Consultant who was involved in providing the Services, without prior written consent. This restriction applies whether the approach is initiated by the Client or by the Consultant’s personnel and covers both direct and indirect engagement. The Parties acknowledge that this restriction is reasonable and necessary to protect legitimate business interests.

17. DATA PROTECTION

17.1 The Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173) and other applicable data protection laws. In case of any data breach, the Consultant shall notify the Client promptly, but shall not be liable for loss unless caused by gross negligence or wilful misconduct.

17.2 The Client warrants it has obtained necessary consents for any personal data provided to the Consultant.

17.3 The Consultant shall implement reasonable safeguards to protect personal data against unauthorised access, alteration, or destruction.

18. ACKNOWLEDGEMENT OF COUNSEL

The Parties acknowledge that each had the opportunity to consult independent legal counsel prior to entering into these Terms. A Party that elects not to do so nevertheless affirms full understanding of these Terms and waives any claim of lack of understanding, unconscionability, or coercion.

19. ACCEPTANCE OF TERMS

By signing, digitally approving, or otherwise confirming the Proposal, the Parties acknowledge and accept that these Terms form an integral part of the engagement and are binding upon them.

For questions or requests to sign these Terms, please contact:

MACRES HOUSE TRAINING CONSULTANCY SERVICES
4F Commerce & Industry Plaza, Upper McKinley, Taguig City 1634
Email: Nathalia Biancci Jardin