Service Terms

These Service Terms govern every engagement between Bagong Proceso Oficina, Inc., operating as Lumikha Teams, a corporation registered with the Philippine Securities and Exchange Commission with its principal office at [ADDRESS], Makati City ("Lumikha", "we", "us"), and the client named in a Statement of Work ("Client", "you").

Each engagement is set out in a Statement of Work ("SOW"). The SOW and these Service Terms together form the agreement. Where they conflict, the SOW governs for that engagement only.

1. What we provide

Lumikha provides two kinds of service. Each SOW states which apply.

1.1 Dedicated staff. Philippine-based professionals employed by Lumikha and assigned full-time to your work ("Seats"), individually or as a team ("Pod").

1.2 Capability design. A fixed-fee advisory engagement that produces a capability map, role specifications, a costed staffing plan, and a build plan. Capability design is purchased separately, under its own proposal and fee, with no obligation to proceed to staffing.

2. Employment and direction

2.1 Lumikha is the employer. Every person assigned to you ("Team Member") is employed by Lumikha under Philippine law. Lumikha is responsible for salary, statutory contributions (SSS, PhilHealth, Pag-IBIG), tax withholding, benefits, employment records, and all employer obligations.

2.2 You direct the work. Unless the SOW provides a Lumikha lead, you set priorities, assign and approve work, and give day-to-day direction within the role specification agreed in the SOW.

2.3 Lumikha manages employment. Lumikha makes decisions on hiring, compensation, performance management, discipline, leave, and separation, with your input. Please raise any concern about a Team Member's conduct or performance with your Lumikha account contact.

2.4 No employment relationship with you. Nothing in this agreement makes a Team Member your employee, agent, or partner. You will not give Team Members instructions about their pay, hours of employment, benefits, or discipline.

3. Engagement models

Each SOW names the engagement model. The model sets who owns direction and what Lumikha is accountable for.

3.1 Client-directed. You supply a named lead with authority to direct the work and time to do so ("Client Lead"), identified in the SOW. You own strategy, prioritization, approval, and results. Lumikha owns employment, staffing continuity, capability development, and quality against craft standards, and provides a monthly report on what the team produced, the quality, and what was requested.

3.2 Client-directed with an advisory lead. As 3.1, plus a Lumikha lead who provides the hours of planning input and quality review per month stated in the SOW. The advisory lead advises; you retain ownership of direction and results.

3.3 Lumikha-directed. Lumikha supplies a lead and the team. You own approval, budget, and business context, and appoint a single decision-maker. Lumikha owns the plan, quality assurance, reporting, and the working relationship.

3.4 What Lumikha is accountable for under 3.3. Lumikha is accountable for the measures agreed in the SOW, including output volume, execution of agreed work, and channel-level performance. Business outcomes such as revenue, sales, or market share depend on factors outside Lumikha's control, including product, pricing, sales activity, and budget, and are not Lumikha's responsibility unless the SOW expressly says otherwise.

3.5 Change of Client Lead. If the Client Lead named in a client-directed SOW leaves, changes, or is unavailable for more than 10 business days, you will tell us promptly and we will agree together whether to name a replacement or move to a different engagement model. Where Team Members are repeatedly asked to make decisions that sit with the Client Lead, we will raise it with you for the same conversation.

4. Recruitment and selection

4.1 Role brief. Recruitment runs against a written role brief — scope, seniority, salary band, tools, supervisor, and success measures — that you approve before sourcing begins.

4.2 Shortlist. Lumikha sources, screens, and presents a shortlist with our written assessment. Screening may include a practical exercise drawn from the actual work.

4.3 Selection. You interview the shortlist and choose. Lumikha may decline to employ a candidate who does not meet our employment, background, or conduct standards.

4.4 No recruitment fee. Lumikha does not charge for sourcing, screening, or shortlisting, including where a search is canceled before a hire is made.

5. Onboarding and the 45-day window

5.1 Knowledge transfer. You will make available the people, documentation, and systems access needed for each Team Member to learn the work, following the knowledge-transfer plan in the SOW, typically over the first six weeks.

5.2 Evaluation. Each new Team Member is evaluated against the standards in the role brief, with check-ins at around day 15, 30, and 45 involving you and the Team Member.

5.3 Outcomes. At the end of the window, Lumikha will, with your input, regularise the Team Member, extend the window where the case is genuinely borderline, or replace them.

5.4 Incomplete handover. Where the record shows that knowledge transfer on your side was incomplete, the evaluation window is extended rather than the Team Member being replaced.

5.5 Replacement. If a Team Member leaves or is replaced for reasons of performance or conduct within 90 days of their start date, Lumikha will source one replacement for that Seat at no charge. Seat fees are charged only for days on which a Team Member is assigned.

6. Fees

6.1 Dedicated seats — cost-plus. Fees for dedicated seats are the Team Member's loaded employment cost plus a management fee percentage.

• Loaded employment cost means base salary, statutory employer contributions, mandatory 13th-month pay, benefits, and other employment costs listed in the SOW.

• The management fee percentage is stated in the SOW. It steps down as the number of dedicated seats in your account increases, according to the schedule in the SOW.

You can see the loaded cost line for every seat, on the basis set out in Section 10.5.

6.2 Lead seats. An advisory lead (3.2) is billed as a fixed monthly fee stated in the SOW.

6.3 Lumikha-directed pods. A Lumikha-directed engagement is billed as a single monthly pod fee stated in the SOW.

6.4 Capability design. Capability design is billed at the fixed fee in its proposal. It is a separate service and its fee is not credited against staffing fees.

6.5 Pass-through costs. Co-working space, equipment, software licences, travel, and other third-party costs are billed at cost where the SOW lists them, or with your prior written approval.

6.6 Annual adjustment. Each Team Member's compensation is reviewed annually. Where performance supports it, Lumikha applies an adjustment of 2–5%, which flows through to the loaded cost and the seat fee. Changes required by law (for example, statutory contribution rates or minimum wage orders) flow through when they take effect. We will give you 30 days' written notice of any adjustment.

6.7 Invoicing and payment. Lumikha invoices monthly in advance, in US dollars. Invoices are payable within 30 days of the invoice date. Overdue amounts accrue interest at 5% per month until paid. Lumikha may suspend services on 15 days' written notice if an undisputed invoice remains unpaid.

6.8 Taxes. Fees exclude taxes. You are responsible for applicable taxes other than taxes on Lumikha's income. Where Philippine VAT applies, it is added to the invoice. If you are required to withhold tax, you will gross up the payment so that Lumikha receives the full invoiced amount, unless the SOW states otherwise.

7. Term, seat changes, and termination

7.1 Term. Each SOW has an initial term of 12 months from the first Seat start date. After the initial term it continues month to month until either party ends it under this Section.

7.2 Adding seats. You can add seats at any time by signing an SOW amendment. Reduced management fee percentages apply from the month the qualifying seat starts.

7.3 Closing a seat. Each Seat has a minimum period of 90 days from its start date. After that, you may close the Seat on one month's written notice. Seat fees continue through the notice period. During the first 90 days, changes to a Seat are handled through the evaluation and replacement process in Section 5.

7.4 Ending an engagement. After the initial term, either party may end an SOW on one month's written notice. Either party may end an SOW immediately on written notice if the other materially breaches it and does not remedy the breach within 30 days of being notified.

7.5 Redeployment and separation costs. When a Seat closes, Lumikha will try to redeploy the Team Member to another role. If redeployment is not possible and Philippine law requires separation pay or other separation benefits, those statutory costs are billed to you at cost.

7.6 On termination. You pay fees due up to the end of the notice period, approved pass-through costs, and any costs under 7.5. Each party returns or deletes the other's Confidential Information under Section 9. Lumikha revokes Team Member access and recovers equipment, and Team Members complete a handover of work in progress to the extent the notice period allows.

8. Hiring Team Members directly

8.1 We support it. If you want to employ a Team Member directly, or engage them through another provider, tell us with at least one month's written notice and we will arrange an orderly transfer.

8.2 Conversion fee. A conversion fee applies, calculated on the Team Member's annual base salary at the time of transfer:

8.3 Non-solicitation. During the engagement and for 12 months after a Team Member's last assignment to you, you will not employ or engage that Team Member, directly or through a third party, except under 8.1 and 8.2. General job advertisements not directed at Team Members are not a breach. If you hire a Team Member without following 8.1, the conversion fee applies at the rate for the time they were assigned to you.

8.4 Your own lead. If you hire your own marketing lead during a Lumikha-directed engagement, you may move to a client-directed engagement. The team stays in place, and the Lumikha lead fee ends at the next billing cycle after one month's notice.

9. Confidentiality

9.1 Each party will keep the other's non-public business, technical, and personal information ("Confidential Information") confidential, use it only for the engagement, and share it only with people who need it and are bound by equivalent obligations.

9.2 This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party. Either party may disclose Confidential Information where required by law, after giving the other notice where lawful.

9.3 Every Team Member signs a confidentiality undertaking with Lumikha before starting work that covers your information.

9.4 These obligations survive for three years after the engagement ends, and indefinitely for trade secrets and personal data.

10. Intellectual property

10.1 Work product. Once you have paid the fees for the relevant period, you own all work product that Team Members create for you in the course of the engagement. Lumikha assigns, and ensures that each Team Member assigns, all rights in that work product to you.

10.2 Your materials. You keep all rights in the materials, data, and systems you provide.

10.3 Lumikha materials. Lumikha keeps all rights in its pre-existing and independently developed methods, frameworks, templates, tooling, role specifications, benchmark data, and know-how ("Lumikha Materials"). Where Lumikha Materials are included in work product, you receive a perpetual, non-exclusive, royalty-free license to use them as part of that work product for your business.

10.4 Capability design deliverables. You own the plan produced for your business in a capability design engagement. Lumikha keeps the framework, templates, and benchmark data used to produce it.

10.5 Salary and cost information. Loaded cost information for Team Members is shared with you so you can see what your fees comprise. You will treat it as Confidential Information and use it only to administer the engagement.

11. AI and tooling

11.1 Team Members may use AI and automation tools to produce work. Lumikha maintains an approved tools list and usage rules, and Team Members apply human review to everything delivered to you.

11.2 Team Members will not enter your Confidential Information into any AI tool that uses inputs to train models available to others, or into any tool you have prohibited in writing.

11.3 You can require specific tools or restrict tool use for your work by telling us in writing. Tool subscriptions you require are a pass-through cost unless the SOW says otherwise.

12. Data protection and security

12.1 Roles. For personal data you share with us to deliver the services, you are the controller and Lumikha processes it on your behalf and on your documented instructions. For personal data about Team Members and candidates, Lumikha is the controller.

12.2 Lumikha's commitments. Lumikha will process your personal data in accordance with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules; apply appropriate organisational, physical, and technical security measures; ensure Team Members are bound by confidentiality; notify you without undue delay, and within 72 hours where practicable, after becoming aware of a personal data breach affecting your data; assist you with data subject requests; and return or delete your data at the end of the engagement.

12.3 Your commitments. You confirm that you have a lawful basis to share personal data with Lumikha for the services, and that your instructions comply with the data protection law that applies to you.

12.4 Data processing addendum. Where the law that applies to you requires specific contractual terms (for example, the GDPR, UK GDPR, or Singapore PDPA), we will sign a data processing addendum, which forms part of this agreement.

12.5 Systems and equipment. Team Members work on equipment and accounts that meet the security conditions in the SOW. Where you provide system access, you control that access and can revoke it at any time. Lumikha will revoke Team Member access to Lumikha-controlled systems at the end of each assignment.

13. Your responsibilities

You will:

• give Team Members clear direction, timely feedback, and the access, information, and tools they need;

• make available the people named in the knowledge-transfer plan;

• treat Team Members with respect and comply with applicable law in your dealings with them, including anti-harassment and anti-discrimination law;

• not direct Team Members to do anything unlawful, unsafe, or outside the agreed role; and

• tell us promptly about any concern with a Team Member or the service.

14. Warranties

14.1 Lumikha will provide the services with reasonable skill and care, by suitably qualified people, and in compliance with Philippine labour, tax, and data protection law as it applies to Lumikha as employer.

14.2 Except as stated in these Service Terms, Lumikha makes no other warranties, express or implied, including as to particular commercial results.

15. Liability

15.1 Cap. Each party's total liability arising out of or in connection with an SOW is limited to the fees paid and payable under that SOW in the 12 months before the event giving rise to the claim.

15.2 Excluded losses. Neither party is liable for loss of profit, revenue, goodwill, or data, or for indirect or consequential loss.

15.3 Exceptions. Nothing limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, your payment obligations, breach of Section 8, or anything else that cannot be limited by law.

16. Indemnities

16.1 By Lumikha. Lumikha will indemnify you against third-party claims and government penalties arising from Lumikha's failure to meet its obligations as employer of the Team Members, including claims for unpaid wages, statutory contributions, or benefits.

16.2 By you. You will indemnify Lumikha against third-party claims arising from materials you provide, from instructions you give Team Members, or from your breach of Section 13.

17. General

17.1 Governing law. This agreement is governed by the laws of the Republic of the Philippines.

17.2 Disputes. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days. Any dispute not resolved in that time will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force at the time. The seat of arbitration is Singapore, the tribunal is a single arbitrator, and the language is English. Either party may seek urgent interim relief from a competent court.

17.3 Independent contractors. The parties are independent contractors.

17.4 Assignment. Neither party may assign this agreement without the other's written consent, except to a successor to all or substantially all of its business on written notice.

17.5 Subcontracting. Lumikha will not subcontract the provision of Team Members without your written consent. Lumikha may use third-party service providers (such as payroll, co-working, and IT providers) and remains responsible for them.

17.6 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including natural disasters, typhoons, extended power or internet outages, and government action. Lumikha maintains business continuity arrangements described in the SOW.

17.7 Notices. Notices must be in writing and sent to the addresses in the SOW. Email is valid for notices except notices of breach or termination, which must also be sent by courier or registered mail.

17.8 Changes to these Service Terms. We may update these Service Terms. Updates apply to SOWs signed after the update. Existing SOWs continue on the version in force when they were signed unless both parties agree otherwise.

17.9 Entire agreement. The SOW, these Service Terms, and any data processing addendum are the entire agreement for each engagement and replace prior discussions about it. Your purchase order terms do not apply.

17.10 Severability and waiver. If any provision is unenforceable, the rest continues in effect. A failure to enforce a right is not a waiver of it.

Questions about these terms:over@lumikha.co