Terms of Service

By accessing our website (wns5.tech), requesting a quotation, signing a service contract, or engaging WNS5 for any service, you ("Client," "Customer," or "You") agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

• These terms apply to all clients, visitors, and users of WNS5's services and platforms
• Specific scope, deliverables, timelines, and pricing are defined in a separate Statement of Work (SOW), quotation, or service contract, which takes precedence over these general terms where they conflict
• Continued use of our services constitutes acceptance of any updates to these terms
• We will notify clients of material changes via email or website notice

WNS5 provides technology services across three practice areas. The specific services engaged by the Client are defined in the applicable Statement of Work or service contract.

All deliverables, acceptance criteria, and service-specific obligations are documented in the Statement of Work or signed contract issued for each engagement.

3.1 Scope of Work

• Each engagement is governed by a written quotation, proposal, or Statement of Work (SOW) agreed upon by both parties before work begins
• Any work outside the agreed scope requires a written change order with updated pricing before WNS5 proceeds
• WNS5 may conduct a site visit, discovery session, or requirements review prior to finalising the SOW, at no obligation to the Client

3.2 Delivery & Timelines

• Project timelines are agreed in writing and form part of the SOW
• Delays caused by factors outside WNS5's control — including delayed Client approvals, site access issues, third-party dependencies, or force majeure events — will extend timelines accordingly without penalty to WNS5
• Milestone sign-offs or acceptance of deliverables by the Client, whether written or implied through use, constitute confirmation that the deliverable meets requirements

3.3 Client Responsibilities

• Provide timely access to relevant personnel, systems, premises, or information required for WNS5 to perform the services
• Obtain any necessary permits, licences, or third-party approvals required for the engagement unless otherwise agreed in the SOW
• Designate a primary point of contact authorised to provide instructions and approve deliverables on behalf of the Client
• Promptly report any issues, defects, or concerns to WNS5 to allow timely resolution

4.1 Client Data

• All Client data, business information, and system configurations shared with WNS5 are treated as strictly confidential
• WNS5 will not access, use, disclose, or retain Client data beyond what is necessary to deliver the agreed services, unless explicitly authorised in writing
• Clients acting as Personal Information Controllers (PIC) remain solely responsible for their own data processing activities and compliance with RA 10173
• Where WNS5 processes personal data on behalf of the Client, WNS5 acts as a Personal Information Processor (PIP) and will implement appropriate technical and organisational safeguards

4.2 Mutual Confidentiality

• Both parties agree not to disclose the other's proprietary information, pricing, or business details to any third party without prior written consent
• This obligation survives termination of the engagement for a period of two (2) years
• Engagements involving sensitive business processes, source code, or proprietary data may require a separate Non-Disclosure Agreement (NDA) as specified in the SOW

4.3 Prohibited Use

Clients agree not to use any WNS5-delivered systems or software to:

• Violate any applicable Philippine law or regulation
• Infringe on the privacy rights of individuals, including unlawful surveillance or data collection
• Conduct harassment, discrimination, or any form of illegal monitoring
• Reverse-engineer, resell, or redistribute WNS5-developed software or systems without explicit written authorisation

5.1 Pricing & Quotations

• All prices are quoted in Philippine Peso (PHP) unless otherwise stated in the SOW
• Quotations are valid for 30 days from the date of issuance
• Final pricing may be adjusted if the Client's actual requirements differ materially from those described at the time of quotation
• Additional requirements identified after contract signing require a written change order before work proceeds

5.2 Payment Schedule

• Project-Based Work: Deposit and milestone payment structure as defined in the SOW (typically 50% upon signing, balance upon completion or milestone acceptance)
• Retainer / Managed Services: Billed in advance on a monthly, quarterly, or annual basis as agreed in the contract
• Ad-Hoc / Break-Fix: Payment due upon completion of service and issuance of invoice
• Accepted payment methods: bank transfer, cheque, cash, or approved electronic payment platforms

5.3 Late Payment

• Invoices unpaid beyond 15 days of due date may incur a 2% monthly interest charge
• Services may be suspended for accounts overdue beyond 30 days
• WNS5 reserves the right to pursue legal remedies for unpaid balances

6.1 Warranties

• Workmanship: WNS5 warrants that services will be performed in a professional and workmanlike manner consistent with industry standards
• Hardware & Equipment: Manufacturer warranties apply; duration and coverage vary by brand and product and are specified in the SOW or quotation
• Software: WNS5 warrants that custom-developed software will materially conform to the agreed specifications at the time of delivery; warranty period and remedy process are defined in the SOW
• Exclusions: Warranties do not cover damage from misuse, unauthorised modifications, natural disasters, third-party interference, or failure to follow WNS5's operating guidelines

6.2 Service Level Expectations

• Target uptime, response times, and support tiers are defined in the applicable service contract or managed services agreement
• WNS5 will make commercially reasonable efforts to meet agreed service levels but cannot guarantee uninterrupted service where outages are caused by third-party infrastructure, ISPs, cloud providers, or events beyond WNS5's control

6.3 Limitation of Liability

7.1 Support Tiers

• Preventive / Scheduled: Proactive maintenance, health checks, and optimisation on a frequency defined in the service contract
• Corrective / Break-Fix: Resolution of faults, errors, or failures as they arise, within response times agreed in the contract
• Updates & Patches: Application of software updates, firmware patches, and security fixes as available and applicable to the engagement

7.2 Support Channels & Hours

• Support is available via phone, email, and remote access during standard business hours
• Standard hours: Monday–Saturday, 8:00 AM – 6:00 PM
• After-hours and emergency support availability is defined in the service contract; additional charges may apply for out-of-hours on-site response

7.3 Client Obligations During Support Period

• Report issues promptly through agreed channels to minimise resolution time
• Do not attempt self-repair or engage third parties to modify WNS5-installed or developed systems without prior written consent, as this may void warranties
• Maintain environmental conditions (power, connectivity, physical access) needed for systems to operate as designed

8.1 Client Deliverables

• Ownership of custom deliverables (software, designs, configurations) developed exclusively for the Client transfers to the Client upon full payment, unless otherwise specified in the SOW
• The SOW will specify whether deliverables are transferred as full ownership, licensed for use, or a combination of both

8.2 WNS5 Retained Rights

• WNS5 retains ownership of all pre-existing tools, frameworks, libraries, templates, and methodologies ("Background IP") used in the delivery of services
• Where Background IP is incorporated into a Client deliverable, WNS5 grants the Client a perpetual, non-exclusive licence to use it as part of that deliverable

8.3 Third-Party Software

• Open-source and third-party components used in deliverables are subject to their respective licences; WNS5 will disclose material third-party dependencies in the SOW
• The Client is responsible for maintaining valid licences for any third-party software they procure independently or through WNS5

9.1 By Client

• Ongoing service contracts may be terminated with 30 days' written notice, unless a different notice period is specified in the contract
• Fees for work completed or in progress at the time of termination are due and non-refundable; prepaid unused services will be prorated
• Termination of a managed services contract does not affect ownership of hardware or software deliverables already transferred to the Client

9.2 By WNS5

WNS5 may suspend or terminate services if:

• The Client fails to make payment within 60 days of the due date
• The Client uses WNS5 services or deliverables for illegal or prohibited purposes
• The Client repeatedly or materially breaches these Terms of Service
• The Client poses a safety or security risk to WNS5 personnel or systems

9.3 Effect of Termination

• All outstanding fees become immediately due upon termination
• WNS5 will cease providing services and may disable access to managed platforms or cloud services
• Upon request and full payment, WNS5 will provide the Client with a copy of their data or deliverables in a standard format within 14 days
• Confidentiality obligations survive termination as stated in Section 4

These Terms of Service are governed by the laws of the Republic of the Philippines, including but not limited to:

• Republic Act No. 10173 — Data Privacy Act of 2012
• Republic Act No. 10175 — Cybercrime Prevention Act of 2012
• Civil Code of the Philippines — Contract and obligations law
• Republic Act No. 7394 — Consumer Act of the Philippines

10.1 Dispute Resolution

• Both parties agree to first attempt resolution through good-faith negotiation
• If negotiation fails within 30 days, disputes may be referred to a mutually agreed mediator before proceeding to formal legal action
• Legal actions shall be filed exclusively in the proper courts of Olongapo City, Philippines

10.2 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force and effect.

For questions, concerns, or clarifications regarding these Terms of Service, please contact us before engaging our services: