Implementation & SOW Terms

These terms apply to onboarding, migration, implementation, configuration, training, custom reports, and professional services performed by Quenta.

1. Scope

These Implementation/SOW Terms apply to onboarding, migration, setup, configuration, training, custom reporting, custom controls, dedicated support, or other professional services (“Implementation Services”) provided by Quenta under a proposal, order form, or Statement of Work (“SOW”).

2. Written SOW Required

Implementation Services are provided only if described in a signed SOW, proposal, Order Form, or other written document accepted by Quenta.

The applicable SOW should clearly state the scope, fees, payment schedule, key exclusions, dependencies, Customer responsibilities, acceptance process, refund limitations, and any material assumptions before work begins.

Unless expressly included in a signed SOW, Implementation Services do not include tax advice, legal advice, accounting cleanup, bookkeeping reconstruction, audit defense, BIR registration, payment-provider approval, custom development, third-party system remediation, or guaranteed migration completeness.

3. Implementation Fees

Enterprise launch implementation packages start at PhP99,999 unless otherwise stated in the applicable SOW or Order Form. Implementation fees are separate from subscription fees and may be non-refundable once work begins, unless the applicable SOW states otherwise.

3.1 Implementation fees, milestone payments, reimbursable costs, taxes, and due dates should be stated in the SOW. Quenta may suspend implementation work if the Customer fails to remedy any actual non-payment, failed payment, unresolved billing issue, or Customer delay within seven days from the date of default. Suspension of implementation work does not waive amounts already due.

4. Customer Responsibilities

The Customer must:

provide Quenta with timely access to complete and accurate data, authorized decision-makers, records, chart of accounts, user lists, branch information, inventory information, business rules, and other information reasonably required for the implementation work;

review and approve configurations, migrated data, templates, reports, mappings, workflow settings, and other implementation outputs within the agreed timelines;

maintain source documents and backups of original records;

ensure that it has obtained all necessary notices, consents, authorizations, permissions, and rights to provide data, documents, and information to Quenta for purposes of the implementation work;

assign internal project owners and respond to Quenta’s requests within the agreed timelines; and

ensure that all Customer instructions, data, records, accounting policies, tax configurations, workflows, and approvals are accurate, complete, lawful, and authorized.

Quenta may rely on the data, documents, approvals, instructions, and information provided by the Customer. Any delay, inaccuracy, incompleteness, or failure by the Customer to perform its responsibilities may result in corresponding adjustments to the implementation timeline, fees, or scope of work.

5. Migration and Data Quality Limits

Quenta does not guarantee that all historical data, attachments, scanned records, inventory records, payroll records, custom formats, third-party exports, account mappings, or legacy data can be migrated completely, accurately, or without manual review, correction, or reconciliation. The Customer remains responsible for reviewing and validating migrated data before relying on or using it. Quenta may rely on the Customer’s validation and approval of migrated data.

Unless expressly stated in a signed SOW, Quenta is not responsible for cleaning, correcting, reconciling, validating, auditing, or certifying the Customer’s historical accounting, inventory, payroll, tax, customer, supplier, or operational data. The Customer remains responsible for data quality, completeness, legality, professional review, and accounting treatment.

To the extent Quenta processes personal data on behalf of the Customer in connection with the Implementation Services, such processing will be governed by the DPA, the applicable SOW, and the Main Terms.

6. Timelines and Dependencies

Implementation timelines are estimates only, unless expressly stated as binding in a signed SOW.

Where implementation work is prevented or delayed due to the Customer’s acts or omissions, including delay in providing complete data, required access, available decision-makers, approvals, dependencies, or third-party inputs, Quenta may pause the project, extend implementation timelines, revise milestones, invoice completed work, and charge additional fees for reactivation, repeated work, or out-of-scope assistance.

7. Acceptance

Unless the signed SOW states otherwise, deliverables will be deemed accepted upon the earliest of the following: (a) the Customer uses them in production; (b) the Customer approves them in writing; or (c) the Customer fails to report a material nonconformity within seven business days after delivery.

Any rejection must be in writing and must identify the specific material nonconformity against the applicable SOW. If Quenta reasonably confirms a material nonconformity, Quenta will use commercially reasonable efforts to correct the nonconformity or provide a reasonable workaround.

Nothing in this Section limits any mandatory right or remedy that the Customer may have under the Consumer Act of the Philippines or other applicable law, including any right to bring an action for defective services within the period provided by law.

8. Change Requests and Out-of-Scope Work

Work outside the signed SOW requires a separate written change order or other written approval by authorized representatives. Quenta is not obligated to perform out-of-scope work unless fees, timeline, scope, assumptions, and dependencies are agreed in writing.

Out-of-scope work may include additional data cleanup, new reports, custom workflows, third-party troubleshooting, additional training, additional migration passes, accounting reconciliation, custom development, additional branches, revised migration files, changed accounting treatment, changed approval workflows, or new integrations.

8.1 Tax, Accounting, and Historical Data Responsibility

Unless expressly included in a signed SOW, Implementation Services do not include tax advice, tax filing, tax audit defense, bookkeeping cleanup, historical reconciliation, tax position review, VAT or withholding validation, payroll tax validation, or confirmation that the Customer’s historical books and tax records are correct.

The Customer is responsible for the accuracy, completeness, ownership, legality, tax treatment, and accounting treatment of all data provided for migration, setup, onboarding, configuration, or implementation.

9. Ownership of Implementation Deliverables and Tools

Unless expressly stated in a signed SOW, Quenta owns all configurations, templates, scripts, workflows, reports, implementation tools, migration utilities, connectors, documentation, training materials, know-how, and improvements created, adapted, or used by Quenta in connection with Implementation Services, excluding Customer Data.

The Customer receives only a limited, non-exclusive, non-transferable right to use implementation deliverables with the Service during the applicable subscription term. No implementation work transfers ownership of Quenta Technology, tools, templates, data models, workflows, reports, implementation methods, or other proprietary materials to the Customer unless expressly stated in a signed SOW.

Custom configurations, reports, workflows, or integrations developed for a Customer may incorporate Quenta Technology and may be reused, generalized, adapted, or commercialized by Quenta for other customers, provided Quenta does not disclose Customer Data or Customer confidential information.

10. No Custom Development Ownership Unless Expressly Agreed

Unless expressly stated in a signed SOW, any custom configuration, custom report, workflow, script, connector, migration utility, implementation method, template, documentation, or other deliverable created, adapted, or used by Quenta remains Quenta Technology.

If a signed SOW includes custom development, the SOW must expressly state the scope, fees, acceptance criteria, support obligations, ownership treatment, usage rights, and any maintenance or update commitments. No custom development transfers ownership of Quenta Technology unless the signed SOW expressly provides for such transfer.

10.1 Payment Integrations and Provider Approval

Implementation Services may include configuration assistance for payment-provider connections only if expressly included in a signed SOW. Quenta does not guarantee payment-provider approval, account activation, merchant onboarding, payout timing, settlement availability, QR payment acceptance, card acceptance, wallet acceptance, or provider feature availability.

The Customer is responsible for provider onboarding documents, KYB/KYC information, bank account details, beneficial ownership information, tax information, provider agreements, payment-provider fees, provider compliance requirements, and ongoing provider account status.

10.2 Project Expiration

Unless otherwise stated in the SOW, implementation packages expire if not used within the stated project period or within ninety days after the agreed start date due to Customer delay. Reactivation, restart, or continuation may require additional fees and a revised timeline.

Implementation Dispute Escalation

If a dispute arises under an SOW, the parties will first attempt in good faith to resolve it through the assigned project leads. If unresolved, the dispute will be escalated to management-level representatives.

During the dispute, the Customer must continue to pay undisputed amounts, and Quenta may pause disputed or dependent work until the dispute is resolved or the SOW is amended.

Quenta Technologies Inc. · SEC Reg. No. 2026020237348-66 · TIN 010-999-041-000 · 30F Tower 2 RCBC Plaza, Ayala Avenue, Makati City 1209, Philippines · inquire@quenta.ph

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Quenta Technologies Inc. · SEC Reg. No. 2026020237348-66 · TIN 010-999-041-000 · 30F Tower 2 RCBC Plaza, Ayala Avenue, Makati City 1209, Philippines · inquire@quenta.ph