These Terms of Service ('Terms') govern your access to and use of ChicoSoft's website, online workspace, and related offerings (collectively, the 'Services'). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and 'you' includes that organization.

If you do not agree, do not use the Services.

ChicoSoft provides professional services that may include, without limitation: brochure, corporate, and e-commerce websites (including CMS, SEO, forms, payments, shipping, and inventory integrations as agreed); social media services such as page setup, branding, static and video content, community management, and paid advertising management; AI solutions including multi-language chatbots, LLM usage subscriptions, RAG knowledge bases, lead scoring, appointments, and custom integrations; and internal business systems for CRM (clients and leads), quotations with SKU-based line items, master service agreement preparation, invoicing and receipts, projects, and user administration.

Specific deliverables, fees, timelines, milestones, service levels, and acceptance criteria are defined in separate proposals, quotations, statements of work, or master service agreements ('Project Agreements'). If there is a conflict between these Terms and a Project Agreement signed by both parties, the Project Agreement prevails for that engagement.

We may modify or discontinue features of the Services with reasonable notice where practicable, except for security or legal reasons that may require immediate changes.

If multiple documents apply to your relationship with ChicoSoft, they are interpreted in the following order of precedence unless a signed document expressly states otherwise: (1) a fully executed master service agreement or equivalent framework agreement; (2) a statement of work, order form, or addendum specifically referencing that framework; (3) an accepted or signed quotation; (4) these Terms of Service; (5) other written amendments or policies referenced as incorporated by reference.

A quotation is generally an offer or budgetary document; binding obligations, intellectual property treatment, warranties, liability caps, confidentiality, and dispute resolution are typically set out in a master service agreement or statement of work. Do not rely on marketing pages alone for commercial or legal commitments.

You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

You must notify us promptly of unauthorized access or security incidents. We may suspend or terminate access if we reasonably believe there is a risk to the Services, other users, or third parties.

Workspace features may include role-based permissions managed by administrators you designate or by ChicoSoft as agreed.

You agree not to misuse the Services. Without limitation, you must not: violate applicable law; infringe intellectual property or privacy rights; transmit malware or attempt unauthorized access; probe, scan, or test vulnerabilities without authorization; overload or disrupt systems; use the Services to build competing offerings through misuse of our confidential information; or harass, abuse, or harm others.

We may investigate violations and cooperate with law enforcement as required.

You retain ownership of materials you provide. You grant ChicoSoft a license to use those materials solely to provide the Services and as otherwise agreed in writing.

Subject to payment and the applicable Project Agreement, deliverables may be assigned or licensed as expressly stated therein. Pre-existing ChicoSoft tools, libraries, and methodologies remain our property unless otherwise agreed.

Each party will protect the other's confidential information using reasonable care and use it only for the purposes of the engagement.

Fees are as stated in the applicable Project Agreement or checkout flow. Unless otherwise agreed, invoices are due according to the payment terms stated on the invoice.

You are responsible for applicable taxes, duties, and government charges other than taxes based on ChicoSoft's net income. Late payments may incur interest or suspension of Services as permitted by law and contract.

Unless a Project Agreement provides otherwise, recurring or subscription charges continue until cancelled in accordance with those terms.

Deliverables may depend on third-party platforms and APIs (including but not limited to social networks, advertising platforms, hosting providers, payment gateways, analytics, and LLM providers). You are responsible for your own accounts on those platforms, for complying with their terms and policies, and for fees charged directly to you by those platforms (including advertising spend). We are not responsible for outages, policy changes, account restrictions, or actions taken by third parties.

Where services involve artificial intelligence, outputs may be non-deterministic or incorrect. You are responsible for human review before publication, compliance with advertising and industry rules, and any use of outputs in regulated contexts unless we have expressly agreed to a higher standard in writing.

Service-specific SLAs (for example response or uptime targets for chatbot maintenance) apply only where explicitly stated in a Project Agreement.

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT SIGNED BY CHICOSOFT, THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHICOSOFT AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR GOODWILL. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO CHICOSOFT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100), EXCEPT WHERE PROHIBITED BY LAW.

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted.

You will defend and indemnify ChicoSoft and its affiliates, officers, and employees against third-party claims, damages, and costs (including reasonable attorneys' fees) arising from your use of the Services, your content, or your violation of these Terms, except to the extent caused by ChicoSoft's willful misconduct.

Either party may terminate access to the Services or a Project Agreement as set forth in the applicable Project Agreement. We may suspend or terminate your access to the Services immediately if you materially breach these Terms and fail to cure within a reasonable period where cure is possible.

Upon termination, your right to use the Services ceases. Provisions that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will survive.

Unless a Project Agreement specifies otherwise, these Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles. Subject to mandatory consumer or employment protections in your jurisdiction, you and ChicoSoft agree that the courts of Metro Manila, Philippines shall have exclusive jurisdiction and venue, unless you and ChicoSoft agree in writing to arbitration or another forum.

You and ChicoSoft agree to attempt good-faith resolution of disputes before initiating formal proceedings, where reasonable.

Force majeure: Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, failures of public networks or utilities, or government actions.

Assignment: You may not assign or transfer these Terms or your rights under them without ChicoSoft's prior written consent. ChicoSoft may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

Entire agreement: These Terms and our Privacy Policy, together with any applicable Project Agreements, constitute the entire agreement regarding the subject matter and supersede prior oral or written understandings on the same subject.

Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

Waiver: Failure to enforce a provision is not a waiver of future enforcement.

Electronic communications: You consent to receive notices and agreements electronically (including quotation acceptance, invoices, and service notices) where permitted by law.

Independent contractors: The parties are independent contractors; nothing in these Terms creates a partnership, agency, or joint venture unless expressly stated in a Project Agreement.

We may update these Terms from time to time. We will post the updated Terms with a new 'Last updated' date. Continued use after the effective date constitutes acceptance of the revised Terms, except where applicable law requires explicit consent.

For questions about these Terms, contact us via the Contact page or hello@chicosoft.com.