SaaS Subscription Agreement

1. Agreement Overview

This Software-as-a-Service Agreement, referred to as the “Agreement,” governs the provision and use of the cloud-hosted Katarungang Pambarangay Management System, referred to as “KPMS” or the “Service,” provided by DevolveSphere Management Consultancy Services, referred to as “DevolveSphere.”

This Agreement applies to the barangay, city, municipality, local government unit, institution, organization, or other subscribing entity identified in the applicable proposal, quotation, subscription order, invoice, or written agreement, referred to as the “Subscriber.”

2. Relationship with Other Documents

This Agreement must be read together with the applicable:

• Subscription proposal or quotation.
• Order form or service confirmation.
• Implementation or onboarding agreement.
• Invoice or billing statement.
• Terms of Service.
• Privacy Policy.
• Cookie Policy.
• Data-processing or confidentiality agreement, when applicable.

Where a signed or formally accepted commercial document conflicts with this Agreement, the more specific written document will govern the subject it expressly covers.

3. Description of the Service

KPMS is a cloud-hosted digital platform designed to support the administration of Katarungang Pambarangay processes.

The Service may include functionality for:

• Case filing and case-record management.
• Complainant, respondent, witness, and party information management.
• Hearing scheduling and monitoring.
• Mediation, conciliation, arbitration, settlement, execution, and referral workflows.
• Generation of KP forms, notices, summons, certifications, reports, and related documents.
• User-account, role, permission, and barangay-assignment management.
• Administrative dashboards, reports, analytics, and monitoring tools.
• Subscription administration, support, onboarding, and implementation assistance.

4. Subscription Grant

Subject to payment of applicable fees and continued compliance with this Agreement, DevolveSphere grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the cloud-hosted KPMS Service during the active subscription period.

The Service may be used only for the Subscriber’s authorized official, administrative, governance, case-management, reporting, and Katarungang Pambarangay functions.

5. Subscription Scope

The scope of the subscription shall be determined by the applicable proposal, quotation, order, invoice, or written agreement.

The subscription scope may specify:

• The subscribing barangay, city, municipality, or organization.
• The number of authorized barangays, offices, or organizational units.
• The number or categories of permitted users.
• The subscription period.
• Available modules, features, reports, storage, or support coverage.
• Implementation, onboarding, training, or technical-support arrangements.

Unless expressly stated otherwise in writing, access granted to one subscribing organization may not be shared with or transferred to another barangay, office, organization, or third party.

6. Account Provisioning

DevolveSphere may require registration, identity verification, organizational approval, role assignment, email verification, subscription activation, or other account-control procedures before granting access to the Service.

The Subscriber must provide accurate and complete information necessary for account setup and subscription administration.

7. Authorized Users

The Subscriber may designate authorized officials, personnel, administrators, Lupon members, secretaries, staff, and other users who have a legitimate official need to access KPMS.

Each authorized user must use only the account assigned to them and must comply with this Agreement, the Terms of Service, applicable policies, and the Subscriber’s internal rules.

8. User Roles and Permissions

KPMS may provide different permissions according to user role, organizational responsibility, barangay assignment, official function, subscription scope, or administrative approval.

The Subscriber is responsible for:

• Assigning access only to authorized personnel.
• Ensuring that assigned roles match official responsibilities.
• Removing or updating access when personnel transfer, resign, separate, or change functions.
• Reviewing account permissions periodically.
• Preventing account sharing and unauthorized access.

9. Subscriber Responsibilities

The Subscriber is responsible for:

• Using KPMS only for lawful and authorized purposes.
• Ensuring the accuracy, completeness, and legality of information entered into the Service.
• Protecting confidential case records and personal information.
• Reviewing system-generated documents before official issuance.
• Maintaining appropriate records-management and document-retention practices.
• Managing user access and organizational permissions.
• Maintaining secure devices, browsers, internet connections, and local networks.
• Promptly reporting suspected unauthorized access or security incidents.
• Complying with applicable laws, regulations, administrative issuances, and official procedures.

10. DevolveSphere Responsibilities

Subject to this Agreement and the applicable subscription scope, DevolveSphere will:

• Provide access to the cloud-hosted KPMS platform.
• Maintain the primary application and hosting environment.
• Apply reasonable technical and administrative safeguards.
• Perform maintenance, updates, and security improvements.
• Provide support according to the applicable subscription or service arrangement.
• Use reasonable efforts to address verified technical issues.
• Process Subscriber data only as necessary to provide, secure, maintain, and support the Service.

11. Implementation and Onboarding

Implementation and onboarding services may include account setup, system configuration, barangay-profile setup, user orientation, workflow guidance, template configuration, training, and implementation support.

The exact scope, schedule, delivery method, location, participants, and responsibilities for implementation and onboarding shall be stated in the applicable proposal, quotation, implementation plan, or written agreement.

12. Training

Training may be delivered online, onsite, through recorded materials, written guides, demonstrations, workshops, or other agreed methods.

The Subscriber is responsible for ensuring that appropriate personnel attend scheduled training and that trained users follow the approved system procedures.

13. Fees and Payment

Applicable subscription fees, onboarding charges, implementation fees, support charges, renewal amounts, billing periods, payment deadlines, and other commercial terms shall be those stated in the applicable proposal, quotation, subscription order, invoice, or written agreement.

Unless otherwise stated in writing, additional expenses such as travel, accommodation, venue, meals, equipment, connectivity, printing, freight, bank charges, payment-processing fees, and taxes are not included in the subscription fee.

14. Billing and Renewal

The billing cycle, due dates, renewal process, renewal notice, and payment method shall be determined by the applicable commercial document.

Renewal may be subject to updated pricing, revised service scope, changes in infrastructure costs, feature additions, support requirements, taxes, or other operational considerations.

DevolveSphere will communicate material renewal changes through an invoice, quotation, account notice, email, or other official channel.

15. Taxes and Government Charges

The Subscriber is responsible for applicable taxes, duties, withholding obligations, government charges, bank charges, and payment-processing fees, except where a written agreement expressly states otherwise.

16. Late or Non-Payment

DevolveSphere may suspend, limit, or deactivate access when payment remains overdue beyond the applicable due date or grace period.

Suspension for non-payment does not cancel outstanding financial obligations.

Access may be restored after verified payment and completion of any applicable reactivation procedure.

17. Service Availability

DevolveSphere will use reasonable efforts to maintain reliable access to the Service.

The Subscriber acknowledges that continuous and uninterrupted availability cannot be guaranteed.

Service access may be affected by:

• Scheduled or emergency maintenance.
• Cloud-provider or data-center interruptions.
• Internet, telecommunications, or local-network failure.
• Third-party service interruptions.
• Security incidents or emergency containment measures.
• Software updates, migrations, repairs, or infrastructure changes.
• Force majeure or circumstances beyond reasonable control.

18. Maintenance and Updates

DevolveSphere may perform maintenance, repairs, security updates, infrastructure upgrades, database work, application improvements, feature changes, and technical migrations.

Where reasonably practicable, advance notice may be provided for planned maintenance expected to materially affect access.

Emergency maintenance may be conducted without advance notice when necessary to protect the Service, users, data, infrastructure, or public interest.

19. Feature Changes

DevolveSphere may improve, modify, replace, add, reorganize, or discontinue features, reports, interfaces, forms, workflows, integrations, and technical components.

Material changes will be implemented with reasonable consideration for security, usability, legal compliance, operational continuity, and the Subscriber’s legitimate use of the Service.

20. Data Ownership

The Subscriber retains responsibility for and control over its official case records, encoded information, uploaded documents, and system-generated records.

DevolveSphere does not acquire ownership of Subscriber data merely because such data is stored, transmitted, backed up, or processed through KPMS.

21. Limited Data-Processing Authority

The Subscriber authorizes DevolveSphere to host, store, transmit, organize, secure, back up, retrieve, and otherwise process Subscriber data only as reasonably necessary to:

• Provide the KPMS Service.
• Maintain and secure the platform.
• Provide technical support.
• Investigate errors or security incidents.
• Perform backups and recovery.
• Comply with lawful obligations and valid legal processes.

22. Personal Information and Privacy

Personal information processed through KPMS shall be handled in accordance with the KPMS Privacy Policy, applicable contractual commitments, and relevant data-protection requirements.

The Subscriber is responsible for determining the lawful basis, official purpose, accuracy, access, disclosure, retention, and use of information it enters into KPMS.

The Subscriber must ensure that only information reasonably necessary for lawful official purposes is collected and processed.

23. Confidentiality

Each party must protect confidential information received from the other party using reasonable safeguards and must not disclose such information except:

• To authorized personnel with a legitimate need to know.
• To approved service providers subject to appropriate obligations.
• When required by law, court order, or valid legal process.
• With written authorization from the party controlling the information.

Confidentiality obligations survive suspension, expiration, and termination of the subscription.

24. Security Measures

DevolveSphere applies reasonable administrative, technical, and organizational measures designed to protect the hosted Service and Subscriber data.

These measures may include:

• User authentication and account controls.
• Role-based access and permission management.
• Barangay-level or organizational data separation.
• Secure communications where supported.
• Database, server, storage, and cloud-security controls.
• Audit records and activity monitoring.
• Backup and recovery procedures.
• Security updates and vulnerability remediation.
• Administrative restrictions on privileged access.

25. Subscriber Security Obligations

The Subscriber must maintain reasonable security controls for its own personnel, devices, networks, browsers, passwords, printed records, downloads, exported files, and physical workspaces.

The Subscriber must not:

• Share usernames or passwords.
• Allow unauthorized access to active sessions.
• Use compromised, unsupported, or insecure devices.
• Leave confidential records visible to unauthorized persons.
• Export or transmit confidential data through insecure channels.
• Attempt to bypass KPMS security or access controls.

26. Security Incidents

Each party must promptly notify the other when it becomes aware of a suspected or confirmed incident that may materially affect KPMS accounts, Subscriber data, confidential records, or Service security.

DevolveSphere may investigate incidents, preserve logs, restrict accounts, reset credentials, isolate affected components, implement corrective measures, and coordinate with the Subscriber or competent authorities when necessary.

27. Backups and Recovery

DevolveSphere may maintain reasonable backup and recovery procedures for the hosted Service.

Backups are intended primarily for operational recovery and continuity and should not be treated as a substitute for the Subscriber’s official records-management and archival responsibilities.

The Subscriber should retain copies of signed forms, issued documents, official certifications, exported reports, and other critical records as required by its policies and applicable law.

28. Data Retention

Subscriber data may be retained during the active subscription and for a reasonable period afterward when necessary for:

• Account closure and data export.
• Backup-cycle completion.
• Legal and regulatory compliance.
• Dispute resolution.
• Fraud prevention and security investigation.
• Enforcement of contractual obligations.

The Subscriber remains responsible for determining the official retention period applicable to its case records and government documents.

29. Data Export

During an active subscription, the Subscriber may use available KPMS features to download or export permitted records and generated documents.

Additional export assistance, database extraction, migration support, customized conversion, or bulk archival work may require a separate written scope and corresponding service charge.

30. Data Access After Termination

Upon expiration or termination, DevolveSphere may provide a limited period for authorized data export, subject to payment status, technical feasibility, legal restrictions, security requirements, and the applicable agreement.

After the applicable export or retention period, Subscriber data may be deleted, anonymized, archived, or made inaccessible, subject to lawful retention requirements and backup cycles.

31. Acceptable Use

The Subscriber and its users must not:

• Use KPMS for unlawful, fraudulent, abusive, or unauthorized purposes.
• Access records without a legitimate official purpose.
• Upload malware, harmful files, or disruptive code.
• Attempt unauthorized access to accounts, systems, databases, or infrastructure.
• Bypass subscription controls, authentication, or permissions.
• Reverse engineer, copy, modify, resell, sublicense, or redistribute the Service.
• Use automated tools to scrape, overload, probe, or disrupt KPMS.
• Disclose confidential case information to unauthorized persons.
• Use the Service in violation of applicable law or official procedure.

32. Suspension of Service

DevolveSphere may suspend or restrict access when reasonably necessary due to:

• Late or non-payment.
• Subscription expiration.
• Security risks or suspected compromise.
• Violation of this Agreement.
• Unlawful or abusive activity.
• Emergency maintenance.
• Government, court, or regulatory requirements.
• Material risk to the Service, other subscribers, or the public.

Where reasonably practicable, DevolveSphere will provide notice before or promptly after suspension.

33. Support Services

Support coverage shall depend on the applicable subscription, support plan, proposal, quotation, implementation package, or written agreement.

Support may include:

• Account-access assistance.
• Technical troubleshooting.
• Configuration guidance.
• User orientation and training.
• Assistance with reports, forms, and workflows.
• Bug investigation and corrective updates.
• Implementation consultation.

Support does not include legal representation, legal opinions, official case decisions, or responsibility for the Subscriber’s compliance with government procedures.

34. Service Requests and Response Times

DevolveSphere will use reasonable efforts to respond to support requests according to their urgency, impact, complexity, available information, and the support coverage applicable to the Subscriber.

Unless expressly stated in a signed service-level agreement, response and resolution times are targets rather than guaranteed deadlines.

35. Third-Party Services

KPMS may rely on third-party providers for cloud hosting, databases, storage, email delivery, payment processing, mapping, internet connectivity, domain services, certificates, monitoring, and other technical functions.

DevolveSphere is not responsible for interruptions or failures caused solely by third-party providers beyond its reasonable control, but will use reasonable efforts to coordinate restoration and mitigate impact.

36. Intellectual Property

KPMS, including its software, source code, architecture, databases, workflows, interface, templates, documentation, branding, graphics, reports, improvements, and derivative developments, is owned by or licensed to DevolveSphere.

The subscription grants only a limited right to access and use the Service. It does not transfer ownership of KPMS or any related intellectual property to the Subscriber.

37. Feedback and Improvements

The Subscriber may provide suggestions, comments, enhancement requests, or operational feedback.

DevolveSphere may use such feedback to improve KPMS, provided that it does not disclose confidential Subscriber information or claim ownership of the Subscriber’s official records.

38. Generated Documents

KPMS assists users in generating forms, notices, reports, certifications, settlements, and administrative documents.

Authorized officials must review generated documents before signing, issuing, transmitting, filing, or relying on them.

DevolveSphere is not responsible for errors caused by incomplete, inaccurate, outdated, or improperly encoded Subscriber data.

39. No Legal Advice

KPMS is an administrative and case-management platform. It does not provide legal representation, legal opinions, judicial decisions, or a substitute for official legal review.

The Subscriber remains responsible for interpreting applicable laws, procedures, issuances, and official requirements.

40. Warranties

DevolveSphere warrants that it will provide the Service using reasonable care, skill, security practices, and professional diligence consistent with the applicable agreement.

Except as expressly stated in writing, the Service is provided on an “as available” basis.

DevolveSphere does not guarantee that KPMS will be completely free from errors, uninterrupted at all times, compatible with every device, or immune from every possible security threat.

41. Limitation of Liability

To the extent permitted by law, DevolveSphere will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages arising from use of or inability to use the Service.

DevolveSphere is not responsible for losses caused by:

• Inaccurate or incomplete Subscriber data.
• Unauthorized user actions.
• Password sharing or compromised Subscriber devices.
• Failure to review generated documents.
• Failure to follow official procedures.
• Third-party outages beyond reasonable control.
• Force majeure events.

Any direct-liability limitation shall be governed by the applicable signed agreement, proposal, subscription order, or other controlling commercial document.

42. Indemnity

To the extent permitted by law, the Subscriber is responsible for claims, losses, liabilities, or expenses arising from:

• Its unlawful or unauthorized use of KPMS.
• Inaccurate, misleading, or improperly collected information.
• Unauthorized disclosure of confidential records.
• Violation of this Agreement.
• Failure to comply with applicable laws or official procedures.

43. Subscription Term

The subscription begins and ends on the dates stated in the applicable proposal, order, invoice, subscription confirmation, or written agreement.

Continued access after the stated term may require renewal, payment, and confirmation of updated commercial terms.

44. Termination by the Subscriber

The Subscriber may request termination according to the notice, cancellation, refund, and minimum-term conditions stated in the applicable commercial document.

Termination does not automatically cancel unpaid invoices, accrued charges, or obligations incurred before the effective termination date.

45. Termination by DevolveSphere

DevolveSphere may terminate the subscription for:

• Material breach of this Agreement.
• Persistent non-payment.
• Fraudulent, abusive, or unlawful activity.
• Serious or repeated security violations.
• Unauthorized resale, copying, or redistribution of KPMS.
• Legal or regulatory requirements.
• Discontinuation of the Service, subject to reasonable notice where practicable.

46. Effect of Termination

Upon termination:

• The Subscriber’s right to access the Service ends.
• Authorized users must stop using KPMS.
• Outstanding payment obligations remain due.
• Data-export and retention provisions continue to apply.
• Confidentiality and intellectual-property obligations survive.

47. Force Majeure

Neither party will be liable for delay or failure caused by events beyond reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, government action, widespread internet outage, telecommunications failure, power interruption, cloud-provider disruption, or similar events.

48. Notices

Notices may be delivered through:

• Official email.
• KPMS account notification.
• Invoice or billing communication.
• Formal letter.
• Other contact channels identified by the parties.

The Subscriber must keep its official contact information current.

49. Assignment

The Subscriber may not assign, transfer, resell, or sublicense its rights under this Agreement without prior written authorization from DevolveSphere.

DevolveSphere may assign this Agreement as part of a lawful business restructuring, merger, transfer of operations, or succession, provided that applicable confidentiality and service obligations remain protected.

50. Governing Law

This Agreement is governed by the laws of the Republic of the Philippines, without prejudice to laws, regulations, and official procedures applicable to local government units and Katarungang Pambarangay administration.

51. Dispute Resolution

The parties should first attempt to resolve disputes through good-faith discussion, technical review, documentation review, and coordination between authorized representatives.

Unresolved disputes shall be handled according to the dispute-resolution provisions in the applicable signed agreement, procurement document, proposal, subscription order, or service contract.

52. Severability

If any provision of this Agreement is found invalid, unlawful, or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

53. Waiver

Failure to enforce any provision of this Agreement does not constitute a permanent waiver of that provision or any other right.

54. Amendments

DevolveSphere may update this Agreement to reflect changes in law, Service functionality, security practices, infrastructure, business operations, or contractual requirements.

Material amendments may be communicated through official email, account notice, updated subscription documentation, or another appropriate channel.

55. Entire Agreement

This Agreement, together with the applicable proposal, quotation, subscription order, invoice, Terms of Service, Privacy Policy, Cookie Policy, and other formally accepted written documents, constitutes the complete understanding governing the cloud-hosted KPMS subscription.

56. Contact Information

Questions concerning this SaaS Agreement, subscription scope, onboarding, implementation, support, billing, renewal, security, or account closure may be submitted through the official DevolveSphere contact and support channels.