Service Materials Agreement

Last updated: July 2026

1. Scope

This Agreement sets out how materials created, provided, or used in the course of aCXend service engagements may be used. It applies alongside any Master Services Agreement, Statement of Work, or other contract between aCXend and the client. Where this Agreement conflicts with a signed contract, the signed contract governs.

This Agreement concerns engagement deliverables and materials. Use of the aCXend website is governed separately by our Terms and Conditions, and ownership of published website content by our Copyrights notice.

2. Definitions

Client Deliverables means reports, dashboards, trackers, documentation, process maps, and other work product produced by aCXend specifically for a client under an engagement.

aCXend Materials means the frameworks, methodologies, templates, quality assurance models, training curricula, tools, and know-how that aCXend developed independently of any engagement and brings to its work.

3. Client Deliverables

Upon full payment of the applicable fees, ownership of Client Deliverables transfers to the client, excluding any aCXend Materials embedded within them. The client may use, modify, and distribute Client Deliverables freely within its own organization.

4. aCXend Materials

aCXend retains all right, title, and interest in aCXend Materials, including where they are incorporated into or underpin a Client Deliverable. For any aCXend Materials embedded in a deliverable, aCXend grants the client a perpetual, non-exclusive, non-transferable license to use them for the client's internal business purposes.

5. Restrictions

The client may not resell, sublicense, or distribute aCXend Materials to third parties; use them to provide competing outsourcing or operations services; or remove proprietary notices from them. Access granted to the client's own contractors or affiliates is permitted only where those parties are bound by equivalent restrictions.

6. Personnel

Personnel assigned to an engagement remain employees or contractors of aCXend. Nothing in this Agreement or any engagement creates an employment relationship between the client and aCXend personnel. Assignment of specific individuals is subject to the terms of the applicable Statement of Work.

7. Confidentiality

Each party will protect the other's confidential information with at least the same care it applies to its own, and will not disclose it except to personnel who need it to perform under the engagement. This obligation survives termination. It does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Data Handling

Where aCXend processes personal data on behalf of a client, it does so only as instructed by the client and in accordance with the Data Privacy Act of 2012 and any applicable data processing agreement. Details of security controls and data handling practices are set out per engagement.

Data privacy inquiries should be directed to our Data Protection Officer, whose contact details are set out in our Privacy Policy.

9. Term and Termination

This Agreement applies for the duration of any engagement and continues afterward with respect to surviving obligations. Sections 4, 5, 7, 8, 10, and 11 survive termination of the engagement.

10. Disclaimer and Limitation of Liability

Except as expressly stated in a signed contract, aCXend Materials are provided without warranties of any kind, whether express or implied. To the maximum extent permitted by law, aCXend will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity. aCXend's total aggregate liability will not exceed the fees paid by the client in the twelve months preceding the event giving rise to the claim.

11. Governing Law

This Agreement is governed by the laws of the Republic of the Philippines, without regard to its conflict of law provisions. Disputes will be submitted to the exclusive jurisdiction of the courts of the Philippines.

12. Changes

aCXend may update this Agreement from time to time. The current version will always be available on this page, and the date above will reflect the most recent revision.

13. Contact

For questions about this Agreement:
Email: legal@acxend.com
Website: www.acxend.com/contact