ShiftX.Solutions – Terms of Use

Effective Date: September 25, 2025

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“Client,” “User,” or “you”) and ShiftX.Solutions, operated under CebuLabs AI (“ShiftX,” “we,” “our,” or “us”), governing your access to and use of our services, platforms, and digital properties (collectively, the “Services”).

By accessing or engaging with our Services, you acknowledge that you have read, understood, and agreed to these Terms.

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1. Company Structure

ShiftX.Solutions operates as a brand under CebuLabs AI, with strategic and/or holding structures that may extend to Singapore and operational execution in the Philippines.

Depending on the nature of engagement, your agreement may be with:

• CebuLabs AI (Philippines operations), or

• A Singapore-registered entity (for international clients and contracts)

This will be clearly defined in your service agreement or proposal.

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2. Scope of Services

ShiftX provides professional services including, but not limited to:

• Digital marketing strategy and execution

• Website design and development

• AI solutions, automation systems, and agent deployment

• Consulting, advisory, and transformation strategy

All deliverables, timelines, and outcomes are governed by separate proposals, statements of work (SOW), or service agreements.

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3. Engagement Terms

Each client engagement may include:

• A defined scope of work

• Milestones and timelines

• Payment schedules

• Deliverables and success metrics (if applicable)

In case of conflict, the signed agreement or SOW shall prevail over these Terms.

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4. Client Responsibilities

You agree to:

• Provide timely, accurate, and complete information

• Ensure internal alignment and decision-making efficiency

• Assign a primary point of contact for coordination

• Review and approve deliverables within agreed timelines

Delays caused by the Client may impact delivery schedules and may incur additional fees.

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5. Fees, Billing, and Payment Terms

• Fees are defined in your proposal or agreement

• Payments must be made according to agreed schedules

• Late payments may result in:

  • Suspension of services

  • Withholding of deliverables

  • Additional administrative or interest charges

Unless otherwise stated, all payments are non-refundable.

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6. Intellectual Property

6.1 ShiftX IP

All proprietary frameworks, systems, methodologies, automation architectures, and AI models developed or used by ShiftX remain our exclusive intellectual property.

6.2 Client Deliverables

Upon full payment:

• Clients are granted rights to final deliverables as specified in the agreement

• Ownership transfer (if applicable) must be explicitly stated in writing

6.3 Portfolio Rights

ShiftX reserves the right to showcase non-confidential work in portfolios, case studies, and marketing materials unless otherwise agreed.

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7. Confidentiality

Both parties agree to maintain strict confidentiality of all non-public, proprietary, or sensitive information disclosed during the engagement.

This includes but is not limited to:

• Business strategies and operations

• Financial and performance data

• Technical systems and infrastructure

• Customer and user data

Confidentiality obligations survive termination of the agreement.

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8. Data Protection and Privacy

ShiftX implements reasonable administrative, technical, and organizational safeguards to protect data.

However:

• Clients remain responsible for the legality of the data they provide

• Compliance with applicable data protection laws (e.g., GDPR, Philippine Data Privacy Act) is a shared responsibility

ShiftX is not liable for breaches caused by third-party systems or client-side vulnerabilities.

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9. Third-Party Services and Tools

Our Services may integrate with third-party platforms (e.g., cloud providers, APIs, AI tools).

ShiftX:

• Does not guarantee uptime or reliability of third-party systems

• Is not responsible for changes, disruptions, or failures originating from such services

Clients agree to comply with applicable third-party terms.

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10. Performance Disclaimer

ShiftX provides strategy, systems, and execution support. However:

• We do not guarantee specific outcomes such as revenue growth, lead generation, or ROI

• Results depend on multiple external factors beyond our control

All Services are provided on an “as-is” and “as-available” basis.

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11. Limitation of Liability

To the fullest extent permitted by law:

• ShiftX shall not be liable for indirect, incidental, special, or consequential damages

• Total liability shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim

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12. Termination

12.1 By ShiftX

We reserve the right to suspend or terminate Services if:

• There is a breach of these Terms or any agreement

• Payment obligations are not met

• There is misuse, abuse, or unethical use of our systems

12.2 By Client

Clients may terminate engagements based on the terms outlined in their agreement.

Termination does not waive outstanding payment obligations.

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13. Force Majeure

ShiftX shall not be liable for delays or failure to perform due to events beyond reasonable control, including but not limited to:

• Natural disasters

• Government actions

• Internet or infrastructure outages

• Cybersecurity incidents

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14. Amendments

We reserve the right to modify these Terms at any time. Updates will be posted with a revised effective date.

Continued use of the Services constitutes acceptance of the updated Terms.

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15. Governing Law and Jurisdiction

These Terms shall be governed by:

• The laws of the Republic of the Philippines for local engagements

• The laws of Singapore for contracts executed under a Singapore entity

Jurisdiction will depend on the contracting entity specified in your agreement.

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16. Dispute Resolution

In the event of a dispute:

1. Parties agree to attempt resolution through good-faith negotiations

2. If unresolved, disputes may be escalated to mediation or arbitration prior to litigation

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17. Entire Agreement

These Terms, together with any executed agreements, proposals, or SOWs, constitute the entire agreement between the parties.

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18. Contact Information

For inquiries regarding these Terms:

ShiftX.Solutions
Email: info@shiftx.solutions
Website: https://shiftx.solutions

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By engaging with ShiftX.Solutions, you acknowledge and agree to these Terms of Use.