The Project Umpísa™ Team
TERMS AND CONDITIONS OF SERVICE
A brands system and business strategy service operated by TA-FBDI Advertising Corp.
Introduction
These Terms and Conditions (“Terms”) form a binding legal agreement between TA-FBDI Advertising Corp. (“TA-FBDI,” “Company,” “we,” “us,” or “our”), the owner and operator of the Project Umpísa™ brand, platform, frameworks, and consulting system (“Project Umpísa,” “Umpísa,” the “Platform,” or the “Services”), and any individual or entity that purchases, subscribes to, or otherwise accesses the Services (“Client,” “you,” or “your”).
By affirmatively accepting these Terms during enrollment or checkout, submitting payment after being presented with these Terms, and/or accessing the Portal, you acknowledge that you have read, understood, and agree to be bound by these Terms and the policies expressly incorporated herein. TA-FBDI may retain electronic records of acceptance, including the date, time, account, and version accepted. If you do not agree, do not purchase or access the Services.
1. Definitions
“Project Umpísa™” means the identity-first brand and business system built around four frameworks. “Package” means Umpísa Foundation, Umpísa System, or Umpísa Scale. “Portal” means the Project Umpísa digital platform. “Access Period” means the period during which the Client may access the applicable Services. “Authorized User” means the named account holder and any employee of the same Client organization expressly permitted under the applicable Package or written engagement.
“Background IP” means all pre-existing or independently developed Project Umpísa methodologies, frameworks, templates, worksheets, prompts, questions, processes, software, platform logic, training materials, know-how, trademarks, designs, systems, and other proprietary materials. “Client Materials” means information and materials supplied by or on behalf of the Client. “Client-Specific Outputs” means customized outputs generated specifically for the Client, excluding Background IP.
2. The Services
Project Umpísa provides brand identity and business strategy consulting together with access to a proprietary digital platform. Each tier provides access to some or all frameworks through a Learn → Work → Generate → Download workflow. The specific inclusions, deliverables, consultations, tools, and scope are those stated on projectumpisa.com/programs, the applicable proposal, quotation, order form, or other written scope issued at purchase. A Client-specific signed or expressly accepted document controls over these Terms only for the specific commercial item that conflicts.
TA-FBDI may update, improve, or modify features, tools, frameworks, or content, provided changes do not materially reduce the value of a Package already paid for by an active Client without reasonable notice.
3. Fees and Payment
Current fees, exclusive of VAT, are: Umpísa Foundation — ₱15,000.00 + VAT; Umpísa System — ₱40,000.00 + VAT; Umpísa Scale — ₱150,000.00 + VAT. TA-FBDI may revise fees prospectively, but revisions will not affect a Package already fully paid.
Payment is accepted through TA-FBDI’s designated official payment channels. During the interim period: UnionBank, Account Name: TA-FBDI Advertising Corp., Account Number: 0025-7002-1230. TA-FBDI is not responsible for payments made to unofficial or unverified accounts.
Clients must provide accurate identification, contact details, transaction reference, date/time, and proof of payment to billing@projectumpisa.com. An engagement is not paid, confirmed, or eligible for activation until verified by TA-FBDI Finance. Upon confirmation, TA-FBDI will issue the applicable service invoice or tax document required by prevailing Philippine tax rules.
4. Refund, Cancellation, and Service Remedies
Except where a refund or other remedy is required by applicable Philippine law, payments are final and non-refundable after payment has been verified and the Client’s account has been activated. No refund shall ordinarily be due for change of mind, change in business circumstances, non-use, partial use, failure to complete within the Access Period, missed sessions, failure to provide required inputs, subjective dissatisfaction with recommendations delivered within scope, or suspension/termination resulting from the Client’s material breach.
If TA-FBDI materially fails through its own fault to provide a material part of the Services actually paid for, TA-FBDI shall provide an appropriate remedy consistent with applicable law, which may include reperformance, rescheduling, extension, service credit, proportionate price adjustment, or refund where required by law. Nothing in these Terms excludes or waives a mandatory consumer right or remedy that cannot legally be waived.
5. Client Identification Number
Each paying Client may be assigned a Client ID: PU1-#### for Umpísa Foundation, PU2-#### for Umpísa System, and PU3-#### for Umpísa Scale. The Client ID is for internal recordkeeping, billing, enrollment, and support and confers no ownership or transferable right.
6. Account, Access, and Platform Use
Upon verified payment, TA-FBDI will issue access instructions. Subject to full payment and compliance with these Terms, the Client receives a limited, non-exclusive, non-transferable, non-sublicensable license to use the Portal and applicable materials solely for its internal business purposes during the Access Period.
Access is limited to the Client and expressly permitted Authorized Users. The Client shall not share access with unrelated persons or businesses; resell, sublicense, distribute, teach, publish, or commercially exploit Background IP; create a competing framework or service using Project Umpísa materials; reverse-engineer, scrape, systematically extract, or reconstruct the methodology or software; or circumvent security or usage controls. Material violations may result in suspension or termination without refund, subject to applicable law.
Unless otherwise stated in writing, the standard Access Period is thirty (30) calendar days from issuance of Portal credentials. TA-FBDI shall state or make available the Activation Date and Access End Date. Failure to complete within the Access Period may result in deactivation and does not create a right to refund where Services and resources were made available as agreed.
TA-FBDI may grant one extension of up to fifteen (15) calendar days for serious illness/hospitalization or a major catastrophe or force majeure event directly affecting the Client or its immediate business operations. Requests must be made before expiration and supported by documentation reasonably necessary to establish the circumstance.
TA-FBDI does not guarantee uninterrupted 24/7 Platform availability. Reasonable maintenance, security updates, hosting failures, internet interruptions, and third-party outages may affect access. A material outage attributable to TA-FBDI that substantially prevents use may be addressed by an appropriate extension or comparable service remedy.
7. Client Obligations and Client Materials
The Client shall provide accurate information, cooperate in good faith, provide timely inputs and feedback, safeguard credentials, use the Services lawfully, independently review outputs before implementation, and comply with applicable laws and third-party platform terms.
The Client represents and warrants that it owns, controls, or has all permissions necessary to provide and use Client Materials and that such materials do not knowingly infringe third-party rights or violate applicable law.
8. Intellectual Property and Ownership
All Background IP remains the exclusive property of TA-FBDI Advertising Corp. or its licensors. Payment does not transfer ownership of The Umpísa Method™, Project Umpísa frameworks, methodologies, prompts, questions, templates, worksheets, processes, software, logic, training content, trademarks, designs, systems, or proprietary know-how.
The Client retains ownership of Client Materials and grants TA-FBDI a limited right to use and process them only as reasonably necessary to perform the Services, administer the engagement, and comply with law.
Upon full payment, the Client may use, reproduce, adapt, and implement Client-Specific Outputs for its own business on a perpetual basis. Where an output incorporates or reflects Background IP, the Client receives only the rights necessary to use the customized output for its own business. The underlying Project Umpísa framework, methodology, structure, templates, software, and know-how remain TA-FBDI property and may not be extracted, packaged, sold, taught, licensed, distributed, or commercialized as a separate product or service.
9. Confidentiality
Each party shall protect the other party’s non-public business, financial, strategic, technical, and other confidential information and use it only for the engagement. This obligation continues for two (2) years after expiration or termination. Obligations concerning trade secrets, proprietary methodologies, and non-public Background IP continue for as long as such information remains confidential or legally protectable. Standard exceptions apply to information lawfully known, independently developed, lawfully obtained from another source, publicly available without breach, or required to be disclosed by law.
10. Data Privacy
TA-FBDI shall process personal data in accordance with the Project Umpísa Privacy Policy/Privacy Notice, Republic Act No. 10173 or the Data Privacy Act of 2012, its implementing rules, and other applicable privacy requirements. Processing shall rely on an appropriate lawful basis. The Privacy Policy/Notice should describe the categories of data collected, purposes, lawful bases, recipients/service providers, retention, security measures, data-subject rights, contact channels, and material use of cloud or third-party technology. Clients should avoid providing unnecessary sensitive personal information and must have authority to provide personal data concerning other individuals.
11. Artificial Intelligence and Third-Party Technology
Project Umpísa may use, recommend, integrate with, or prepare outputs for use with artificial intelligence, cloud, analytics, productivity, or other third-party technology. Such services operate independently and may change features, pricing, terms, privacy practices, availability, or outputs without TA-FBDI’s control.
AI-generated or AI-assisted outputs may be incomplete, inaccurate, outdated, or unsuitable for a particular purpose. The Client is responsible for reviewing and validating outputs before relying on, publishing, or implementing them. TA-FBDI does not guarantee the accuracy, availability, legality, or business result of any third-party AI service or output. Clients should not submit confidential, regulated, sensitive, or third-party personal data to external AI services unless lawful and appropriate.
12. No Professional Advice
Project Umpísa provides brand, marketing, business strategy, educational, and business-planning tools. Unless expressly stated in a separate written professional engagement with a duly qualified professional, information and outputs do not constitute legal advice, tax advice, audit or assurance services, investment advice, regulated financial advice, or other regulated professional advice. Financial dashboards, projections, calculations, and recommendations are decision-support tools only. Clients remain responsible for final decisions and should consult appropriately qualified professionals when necessary.
13. Business Results and Disclaimer of Warranties
TA-FBDI shall exercise reasonable professional skill and care but does not guarantee increased revenue, sales, profitability, customer acquisition, advertising performance, funding, business growth, AI performance, or any particular commercial outcome. Results depend on factors outside TA-FBDI’s control, including Client execution, market conditions, competition, pricing, budgets, operations, and third-party platforms. Except for warranties that cannot legally be excluded, the Services are provided on an “as is” and “as available” basis.
14. Limitation of Liability
To the fullest extent permitted by applicable law, TA-FBDI’s aggregate liability arising out of or relating to the specific Package shall not exceed the total amount actually paid by the Client for that Package. To the fullest extent permitted by law, TA-FBDI shall not be liable for indirect, incidental, consequential, exemplary, or special damages, including loss of profits, revenue, data, goodwill, or business opportunity. Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
15. Client Indemnity
To the extent permitted by law, the Client shall indemnify and hold TA-FBDI, its directors, officers, employees, and authorized representatives harmless from third-party claims, losses, liabilities, and reasonable costs arising from Client Materials that infringe third-party rights, the Client’s unlawful use of the Services or deliverables, unauthorized redistribution or commercialization of Background IP, or the Client’s material breach of its representations and obligations under these Terms. This clause does not require the Client to indemnify TA-FBDI for TA-FBDI’s own unlawful conduct or fault.
16. Force Majeure
Neither party shall be liable for delay or failure to perform, other than payment obligations already due, to the extent caused by events beyond reasonable control, including natural disasters, fire, flood, epidemic or pandemic, government action, widespread internet or banking outages, or similarly extraordinary events. The affected party shall use reasonable efforts to mitigate the effect and resume performance when practicable.
17. Suspension and Termination
TA-FBDI may suspend or terminate access for a material breach of these Terms, fraudulent or false payment/identification information, abusive or unlawful conduct toward TA-FBDI personnel or the Platform, unauthorized sharing or exploitation of Background IP, security abuse, or failure to complete an agreed payment obligation. Where reasonably appropriate, TA-FBDI may provide notice and an opportunity to cure before termination; however, immediate suspension or termination may be used for fraud, security threats, unlawful conduct, serious IP misuse, or other material breaches requiring prompt action. Termination for Client breach does not create a refund right except where required by law.
18. Amendments
TA-FBDI may revise these Terms to reflect changes in Services, law, technology, or business operations. Updated Terms will be posted with a revised “Last Updated” date. Material changes affecting active Clients will be communicated through reasonable means. Changes will apply prospectively unless applicable law requires otherwise. Continued use after the effective date constitutes acceptance where legally permissible.
19. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the Republic of the Philippines. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days after written notice of dispute, the dispute shall be submitted to the proper courts of San Juan City, Philippines, subject to applicable laws on jurisdiction and venue and without prejudice to either party’s right to seek urgent provisional or injunctive relief from a court of competent jurisdiction.
20. Notices and Contact Information
TA-FBDI Advertising Corp. — Project Umpísa™
Unit 206, State Condominium IV, Ortigas Ave., Greenhills, San Juan City, Philippines
General inquiries: inquire@projectumpisa.com
Billing and payment: billing@projectumpisa.com
Website: projectumpisa.com
21. General Provisions
If any provision is held invalid or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law. These Terms, together with the applicable proposal/order form, Privacy Policy/Notice, Refund/Cancellation Policy, and Payment & Enrollment Terms, constitute the agreement concerning the Services and supersede prior discussions on the same subject. Failure to enforce a provision is not a waiver. The Client may not assign or transfer its rights or account without TA-FBDI’s prior written consent, except where applicable law provides otherwise.
22. Electronic Acceptance and Acknowledgment
Electronic acceptance, including a checkbox, digital enrollment confirmation, payment after presentation of these Terms, or Portal access after acceptance, may constitute the Client’s agreement to these Terms to the extent permitted by applicable law. TA-FBDI may retain records evidencing acceptance.
By proceeding, the Client confirms that it has read and understood these Terms, including the refund and service-remedy provisions, the Access Period and deactivation rules, intellectual property restrictions, AI and third-party technology limitations, and limitation of liability.
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