KNOW ALL MEN BY THESE PRESENTS:
This Service Agreement (the "Agreement") is entered into as of _________________, 2026, by and between:
POST205, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at 3/F LZF Building, 25A Timog Avenue, South Triangle, Quezon City 1103, with TIN 009-064-713-000, represented by its President, KRISTOFFER ROSS C. LORENZANA (hereinafter referred to as "POST205" or "Service Provider");
CAPINO ADVOCATES, an organization duly organized and existing under the laws of the Republic of the Philippines, with address at ___________________________________, with TIN _______________, represented by its Authorized Representative, _________________________ (hereinafter referred to as "Client");
POST205 and CADMC are each referred to herein as a "Party" and collectively as the "Parties."
WITNESSETH: That —
For and in consideration of the mutual covenants, representations, and conditions herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
POST205 shall design, develop, and deliver a custom publication platform for CADMC. The engagement covers the following components and deliverables:
Any services beyond the above shall be quoted and agreed upon in writing before execution. Verbal instructions do not constitute a change order.
POST205 targets a four-week delivery from the Effective Date to platform launch, subject to timely access and approvals from CADMC as specified in Section 03. The estimated schedule is as follows:
Delays attributable to CADMC — including late feedback, withheld access, or unapproved staging — will extend the corresponding phase by an equivalent period with no penalty to POST205. Force majeure delays are addressed under Section 14.
CADMC agrees to:
POST205 is not liable for delays caused by CADMC's failure to provide timely feedback, materials, or access.
CADMC shall pay POST205 for services under the following schedule:
Billing. POST205 will issue a Payment Notice at the start of each billing period. The Payment Notice constitutes the official billing notice and creates CADMC's payment obligation under this Agreement. A BIR-registered Service Invoice will be issued upon confirmed receipt of payment.
Late charge. A service charge of 1.5% per month will be applied to any balance not settled within 15 calendar days of the due date.
Service continuity. Because CADMC operates a live publication, POST205 applies a two-stage response to non-payment, with written notice at each stage:
Suspension does not constitute termination. Full service is reinstated upon settlement of all outstanding balances.
Infrastructure and growth. At the time of signing, CADMC's archive contains approximately 9,200 published articles spanning 2020 to 2026, including the main publication and blog. This is the established baseline for storage and migration scope. The monthly retainer includes infrastructure supporting up to 100,000 monthly visits and 20GB of stored assets from this baseline. At CADMC's current traffic and content scale, this provides significant room to grow without any change to pricing.
Image storage. Article images and media assets are stored on the platform's primary database infrastructure, covered under the base plan at no additional charge.
Video publishing. Video is hosted on dedicated cloud object storage — no third-party platform fees, no per-video charges, and no 200MB cap. Up to 5GB of video storage is included in the retainer. Individual video files may not exceed 1GB per upload. Storage used beyond 5GB is billed at ₱150/GB per month, added to the following month's invoice. Video uploads should be in optimized MP4 format.
Growth review. If monthly visits or stored assets consistently exceed the included thresholds for two or more consecutive months, POST205 will initiate a retainer review with 30 days notice. This is a milestone conversation, not a penalty — it means the platform is doing its job.
Viral spikes. A single high-traffic month does not trigger a review or additional charges. Only sustained growth above the threshold does.
The monthly retainer represents POST205's active operational management of the platform — monitoring, system upkeep, deployment of updates, and the ongoing accumulation of operational knowledge specific to CADMC's platform. POST205's monitoring and analysis is AI-assisted, allowing publishing patterns, performance anomalies, and system behavior to be identified and acted on faster than traditional review. This intelligence compounds over time: the longer POST205 operates the platform, the more context informs every decision made on CADMC's behalf. As part of this, POST205 provides a monthly operational summary covering platform health, publishing activity, infrastructure usage, and one forward-looking recommendation. The summary is how the operational work becomes visible — not the work itself.
POST205 provides platform support to CADMC through a structured ticketing system available on the editorial desk and client portal. All support requests must be submitted through the ticket form — not through personal messaging channels. This ensures requests are tracked, prioritized, and responded to consistently.
Urgent tickets — platform outages, publishing failures, or issues that prevent normal editorial operations. POST205 will acknowledge urgent tickets within 24 hours and work to resolve them as quickly as practicable.
Standard tickets — questions, minor issues, content support, and non-blocking requests. POST205 will respond within 3 to 5 business days.
Out of scope. The retainer covers operational management, bug resolution, and publishing assistance. It does not cover new feature development, design changes, or work beyond the agreed platform scope. Requests of this nature will be assessed and quoted separately before any work begins.
Direct communication upgrade. Clients who require a dedicated communication channel with a POST205 supervisor — including priority response and direct chat access — may request this as an upgraded support tier. Pricing is available upon request.
Build Phase. This Agreement commences on the Effective Date. The build phase covers design, development, and content migration and concludes upon CADMC's written acceptance of the completed platform ("Launch").
Retainer Phase. Upon Launch, this Agreement transitions automatically to a month-to-month operational management retainer. Either Party may terminate the retainer phase in accordance with Section 8.
The platform built under this Agreement is designed so that CADMC is never operationally dependent on POST205's continued existence. Throughout the term of this Agreement and upon its conclusion:
In the event POST205 ceases operations, becomes insolvent, or is otherwise unable to perform its obligations, CADMC's platform continues to function independently and may be maintained by any qualified developer without restriction.
POST205's role under this Agreement is that of an operator and expert advisor — not a dependency. The retainer exists because POST205's accumulated operational knowledge of CADMC's specific platform delivers ongoing value, not because CADMC requires POST205 to keep the platform running.
Termination for convenience. Either Party may terminate this Agreement by providing 30 days written notice to the other Party. Notice may be sent by email to the addresses on file.
Termination for cause. Either Party may terminate immediately upon written notice if the other Party: (a) commits a material breach of this Agreement and fails to cure it within 10 business days of written notice; (b) becomes insolvent or files for bankruptcy protection; or (c) engages in conduct that is fraudulent, illegal, or materially harmful to the other Party's reputation.
Effect of termination. Upon termination, CADMC shall pay all fees for services rendered through the effective termination date. POST205 will: (a) cease all active work on the platform; (b) remove POST205 personnel as collaborators from CADMC's source code and systems within 5 business days; and (c) provide a final handover note covering platform configuration and any outstanding items. Because CADMC retains ownership of its source code, domain, and data throughout the term of this Agreement, no formal transfer of assets is required. Work in progress at the time of termination shall be billed pro-rata based on effort completed.
Work product ownership. Upon full payment of all fees due, POST205 assigns to CADMC all right, title, and interest in and to the deliverables specifically created for CADMC under this Agreement ("Work Product"), including all intellectual property rights therein. For the avoidance of doubt, the platform's source code and all code written specifically for CADMC constitute Work Product. CADMC holds ownership of the source code throughout the term of this Agreement, not only upon full payment.
POST205 tools and methods. POST205 retains all right, title, and interest in its proprietary tools, templates, methodologies, frameworks, and pre-existing intellectual property ("POST205 IP"), even where incorporated into Work Product. CADMC receives a perpetual, non-exclusive license to use POST205 IP solely as embedded in the Work Product.
Third-party assets. Where Work Product incorporates licensed third-party assets (stock images, fonts, plugins), CADMC is responsible for maintaining those licenses. POST205 will identify such assets upon request.
Portfolio. POST205 may include Work Product in its portfolio and case studies unless CADMC requests confidentiality in writing.
Definition. "Confidential Information" means any non-public information disclosed by either Party to the other in connection with this Agreement, including but not limited to: business strategies, financial data, client lists, pricing, campaign data, internal communications, and any information marked confidential or that a reasonable person would understand to be confidential.
Obligations. Each Party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it solely to perform obligations under this Agreement; and (d) protect it with at least the same care used for its own confidential information, but no less than reasonable care.
Exclusions. Obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) must be disclosed by law or court order, provided the disclosing Party gives prompt prior written notice.
Survival. This obligation survives termination for a period of three (3) years.
POST205 warrants that:
CADMC warrants that:
To the maximum extent permitted by law:
Nothing in this clause limits liability for fraud, gross negligence, or willful misconduct.
POST205 is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. POST205 is solely responsible for its taxes, social security contributions, and employee benefits. POST205 personnel are not entitled to CADMC's employee benefits under any circumstances.
Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, government actions, pandemic, civil unrest, internet outages, or platform downtime. The affected Party shall notify the other promptly and resume performance as soon as reasonably practicable.
The Parties shall first attempt to resolve any dispute through good-faith negotiation within 15 business days of written notice. If unresolved, the Parties agree to submit the dispute to mediation before the Philippine Mediation Center. If mediation fails, disputes shall be resolved by the proper courts of Quezon City, Metro Manila.
This Agreement is governed by and construed in accordance with the laws of the Republic of the Philippines.
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings. No amendment or modification shall be valid unless made in writing and signed by authorized representatives of both Parties. If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.