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 provided by Quenta under a proposal, order form, or Statement of Work ("SOW").

2. Written SOW Required

2.1 Clear Scope, Exclusions, and Customer Acknowledgment

Implementation proposals, checkout pages, order forms, and SOWs 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.

Implementation services are provided only if described in a written SOW, order form, or proposal accepted by Quenta. The SOW should identify scope, fees, milestones, assumptions, customer responsibilities, deliverables, timeline, acceptance process, and out-of-scope work.

3. Implementation Fees

Enterprise launch implementation packages start at PHP 99,999 unless otherwise stated. Implementation fees are separate from subscription fees and may be non-refundable once work begins.

3.1 Payment Schedule, Taxes, and Suspension

Implementation fees, milestone payments, reimbursable costs, taxes, and due dates should be stated in the SOW. Quenta may suspend implementation work for non-payment, failed payment, unresolved billing issues, or customer delay. Suspension of implementation work does not waive amounts already due.

4. Customer Responsibilities

Provide timely access to accurate data, authorized decision-makers, records, chart of accounts, user lists, branches, inventory information, and business rules.

Review and approve configurations, migrated data, templates, reports, mappings, and workflow settings.

Maintain source documents and backups of original records.

Obtain consents and authority for data provided to Quenta.

Assign internal project owners and respond to Quenta requests within agreed timelines.

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. Customer remains responsible for validating migrated data before relying on it.

5.1 Data Cleaning and Historical Accuracy

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

6. Timelines and Dependencies

Implementation timelines are estimates unless expressly stated as binding in an SOW. Timelines may change due to customer delays, incomplete data, scope changes, third-party issues, technical constraints, staffing availability, or dependencies outside Quenta’s control.

6.1 Customer Delay and Project Pause

Implementation timelines are estimates unless expressly stated as binding in a signed SOW. Quenta is not responsible for delays caused by customer data issues, delayed access, unavailable personnel, late approvals, third-party systems, unresolved accounting questions, incomplete documents, changes in scope, or dependencies outside Quenta’s reasonable control.

If customer delays, incomplete data, lack of access, unavailable decision-makers, unresolved dependencies, or third-party delays prevent implementation work, Quenta may pause the project, extend timelines, and charge additional fees for reactivation, repeated work, or out-of-scope assistance.

7. Acceptance

Unless the SOW states otherwise, deliverables are deemed accepted when the customer uses them in production, approves them in writing, or fails to report material nonconformity within 7 business days after delivery.

7.1 Deemed Acceptance

Deliverables are deemed accepted if the customer uses them in production, approves them in writing, fails to reject them in writing with specific material defects within the acceptance period stated in the SOW, or fails to respond within ten (10) business days after delivery, unless the SOW states otherwise.

8. Change Requests and Out-of-Scope Work

Work outside the SOW requires a written change order or separate written approval. Quenta is not obligated to perform out-of-scope work unless fees, timeline, and scope are agreed. Out-of-scope work may include additional data cleanup, new reports, custom workflows, third-party troubleshooting, additional training, additional migration passes, accounting reconciliation, or custom development.

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 customer’s historical books and tax records are correct.

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.

Customer receives only a limited right to use implementation deliverables within the Service during the applicable subscription term. No implementation work transfers ownership of Quenta Technology, tools, templates, data models, workflows, or methods to the customer unless expressly stated in a signed SOW.

10. No Custom Development Ownership Unless Expressly Agreed

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.

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

10.3 Implementation Dispute Escalation

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

Unless otherwise stated in the SOW, implementation packages expire if not used within the stated project period or within ninety (90) days after the agreed start date due to customer delay. Reactivation, restart, or continuation may require additional fees and a revised timeline.

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.

Work not expressly included in the SOW is out of scope. Quenta may require a written change order, additional fees, and revised timelines for out-of-scope work.

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