November 28, 2022 Reference No.: D2022-161

Company : Growth Team OPC (“Client”)

Attention : Mr. Nadi Elias
Via email : nadi@equuspartners.com.au

Subject : Business Permit Renewal FY 2023 (“Services”)

Dear Client:

We wish to take this opportunity to thank you for considering Duran & Duran-Schulze Law (“Firm”)

(“Firm”) to render the above-mentioned services and represent you as our Client in this project.

This letter agreement explains the financial aspects of the services to be rendered and the
responsibilities and expectations of both parties.

1. Provision of Services or Assignment. CLIENT hereby hires and retains the Firm to
provide Business Permit Renewal Services FY 2023 specifically described in Annex A (“Scope
of Work and Assignment”). This will be effective in January of 2023.

2. Charges for our Services

2.1 Fee Arrangement

Particulars Total Amount

a. If business tax is to be paid Annually

PhP17,000.00 + VAT
excludes the payment of all government fees and
other miscellaneous expenses found in 2.1.c below.

b. If business tax is to be paid Quarterly

PhP22,500.00 + VAT
excludes the payment of all government fees and
other miscellaneous expenses found in 2.1.c below.

c. Government & Miscellaneous Fees PhP35,000.00

(See Provision 2.3)
Payable in full upon signing of the agreement

Additional 25% will be charged on top of the professional fee if any leg of the service is
required to be undertaken/processed outside Metro Manila

2.2 Terms of Payment for the Professional Fee

Milestone Percentage
Upon signing the agreement 70%
Upon the completion of the project 30%

The International and Local Bank service charges including PayPal and Payoneer service
charges shall be at the expense of the client.

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All other rates mentioned below may be reviewed annually

2.3. Deposit Fee. Client understands that the Firm shall not advance any costs that need to be
incurred in performing the assignment covered under the Agreement. Thus, a deposit is
required before representation is to commence. Client authorizes the Firm to use the
deposit fee to pay the cost and other charges as mentioned below, as they are incurred.
Client acknowledges that the deposit fee is not an estimate of total government fees and
miscellaneous fees, but merely an advance. “Government & Miscellaneous Fees'' also
includes, but shall not limited to, filing fees, securing of certified true copy of documents,
clearances, printing and photocopying of documents at the rate of Three Pesos (P 3.00)
per page, postage expenses, notarial fee/s at the rate of Five Hundred Pesos (P 500.00)
per simple document, messenger and other delivery fees, on-line computer research
services, parking and other travel expenses, communication fees, service fees for
scanning, collating, organizing, printing, filing, mailing, transporting, following-up the status
of the work/assignment, and any actions taken by any employee of the Firm; and other
reasonable incidental and necessary expenses in connection with the attainment of the
objective of the Services.

Whenever the advance to cover the Government & Miscellaneous Fees is exhausted,
the Firm reserves the right to demand further reasonable advance The Client agrees to
pay within five (5) days from the Firm’s request. Any unused deposit at the conclusion
of Assignment will be returned to Client.

2.4. The Client agrees that any communication in the form of telephone calls, SMS,
teleconference, and emails shall be entertained only within the working schedule of the
Firm. Working hours shall be from 8:00 A.M. until 6:00 P.M., Philippine Standard Time,
from Monday to Friday; and 8:00 A.M. until 12:00 N.N. on Saturday. Incoming Telephone
calls, SMS, teleconference from the client and/or requested by the client made
outside the working schedule and/or during the holiday season and during rest day,
shall be charged with an additional 25% of the hourly rates mentioned in Clause “5”.

3. Inactive Project. In the event that the Client fails to provide, submit or disclose any
information required by the Firm within twelve (12) months from the time the preceding milestone
has been completed, the Firm reserves the right to consider the whole project as completed. This
entitles the Firm to bill the Client the whole professional fee in accordance with the engagement.

4. Invoicing. The Firm prepares its invoice(s) on a monthly basis with a term of payment of
fifteen (15) calendar days from the date of invoice. Invoices are sent to the Client in electronic
form to the e-mail address indicated in the Agreement and without a physical signature. However,
the Firm may demand advance payments for services yet to be rendered or payments for partial
services already provided. The Client may demand an interim invoice at any time.

Value Added Tax is excluded in ALL THE FEES enumerated in the Agreement. If the Client is
required to deduct or withhold any taxes or other sums (such as bank charges) from any amount
payable indicated in an invoice in whatever circumstances, the Client shall pay and bear such
taxes or other amounts and ensure that the Firm receives the full amount of the invoice net of any
deduction or withholding.

In the event that Client fails to make timely payment, the Firm may issue Client written notice of
reminder for payment. If Client still fails to make payment within five (5) days from receipt of the
written reminder notice, the Firm may elect to suspend performance of services, charge interest
at the rate of 1.5% on the overdue amount for each calendar month of delay, and withhold
documents prepared for the Client’s assignment until full payment by the Client of amounts
overdue. In addition, the Firm may forfeit the deposit fee and apply it to any amounts overdue. In
addition, the Firm may forfeit the deposit fee and apply it to any amounts overdue.

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5. Other Services and Exclusions. Hourly Fee Rates (VAT exclusive). Client understands
that this Agreement shall cover only the scope of services mentioned in Clauses “1”, Annex “A”.
Other services outside the scope of work shall be billed separately on an hourly basis found below
or on a separate fee under different proposals:
Hourly Fee Rate exclusive of VAT
Particular Rate per Hour
Managing Partner P 7,800.00
Junior Partner P 6,000.00
Senior Associates P 5,000.00
Associate Lawyer P 3,750.00
HR Specialist P 3,000.00
CPA P 2,500.00
Paralegal or Legal Assistant P 1,250.00
Staff P 400.00

6. General Terms & Conditions apply. Please refer to Annex “B”.

If you want us to proceed on the basis described above, please sign the Agreement in the
space provided below and return the signed copy to us by e-mail, simultaneous with the
payment of the fees described herein. If there is anything you do not agree with, or if there is
anything you would like to discuss before signing, please inform us promptly.

*This proposal shall be valid for 15 days from the date hereof and shall automatically expire should
the parties fail to sign and/or agreement on the terms and conditions herein set forth.

Dated for reference this 28 November 2022

Yours truly, APPROVED AND AGREED by:

Rica Mae Faner

Sales Executive ________________________________
Nadi Elias “Client”
11 / 29 / 2022
Date: __________________________

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Annex “A”
SCOPE OF WORK AND ASSIGNMENT

The Firm agrees to perform the services mentioned in Clause “1” to Client with the following
scope of work/assignment:

1.1 Processing of the renewal of Local Business Permit with the Business Processing and
Licensing Office. Procurement of the following:

i. Barangay Clearance
ii. Zoning Clearance
iii. Sanitary Clearance
iv. Fire clearance
v. Business Permit
vi. Insurance
vii. Cedula

1.2 Scope Limitations - For these out of scope, except falling under fixed rate/ala carte, the
Firm’s hours shall be recorded in a time tracking system having each unit recorded in 0.1
hours intervals. The hourly rates may change in the future, but only upon advance notice to
Client. Examples of out-of-scope works are consultation matters, request of review and/or
drafting of documents and/or meeting with the subject other than the company formation
assignment.

The out of scope and/or other charges may fall under a separate fee for which a separate
proposal may be sent, examples of these out-of-scope projects are:

i. Any material changes on the company information requiring Firm to repeat, revise, or
amend, the forms, or application forms, of client, shall be billed on an hourly basis.

ii. Review and/or drafting of other legal documents presented and/or requested by the client
and any other services rendered outside the scope of work shall be billed on an hourly
basis, such as but not limited to SEC Monitoring Compliance.

iii. In case a new task is required in line with the compliance of the government agencies
concerned, we reserve the right to bill the Client by the hour mentioned above

iv. Apostille Assistance

v. Change of address with the government agencies

vi. And such other applications and processes not specifically covered.

The Client undertakes to provide the Firm all relevant information and documents concerning the
services and to keep the Firm informed of facts that change or may be anticipated to change. In
cooperating with the Firm and its request, the Client will promptly deliver documents and positions
and perform other acts necessary for the timely performance of the services.

The Client undertakes to accept the services carried out by the attorneys and employees of the
Firm and forthwith notify the Firm regarding any amendments required. If the Client fails to deliver
such notification to the Firm, the services shall be considered to have been accepted by the Client.

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Annex “B”
General Terms and Conditions

1. Liens and Adjudication. The Client hereby grants the Firm a lien on any and all claims or causes
of actions that are related to the representation under the Agreement. The Firm’s lien shall be for any amounts
due and owing to the Firm at the conclusion of the representation. The lien shall attach to any recovery the
Client may obtain, whether by an arbitration award, judgment, settlement, or otherwise. The Firm may deduct
the amount due and owing to the Firm directly from any recovery obtained on behalf of the Client, and the
Firm shall be paid ahead of anyone else. The Firm is entitled to retain possession of Client’s files, records,
documents and all information therein until full payment shall have been made by the Client of the amounts
due and owing to the Firm.

If the Firm has to bring suit against the Client to collect any overdue or balance owed, the Client agrees to
pay the Firm an additional amount of 25% of the overdue or balance owed as attorney’s fees.

2. Electronic Communication, IT Systems, and Original Documents. The Client agrees to

exchange information electronically. The Client is aware of the risks deriving from electronic communication:
messages may get delayed or lost, confidential and personal information may be intentionally or
unintentionally modified, stolen or disclosed to third parties. The Firm shall not be liable for the risks related
to electronic communication of digitally formatted information, but the Firm will take all reasonable
precautions.

Unless agreed otherwise, the Firm may return to Client all original documents in its possession in relation to
an assignment after completion of the assignment, rejection of the assignment or cancellation of the
Agreement.

3. Personal Data. The Firm collects, stores, uses and processes personal data about the Client and
the persons directly related to it (i.e. employees and/or representatives) in accordance with laws applicable
to protection of personal data for, amongst others, the purposes of performing the Agreement, administering
billing and accounting systems, maintaining its internal information systems, managing client relationships,
complying with its legal obligations and for marketing purposes.

The Firm will process the personal data of the Client and the persons directly related to it (i.e., employees
and/or representatives) in accordance with the laws and regulations governing personal data protection.

Client expressly consents to the Firm’s processing and collection of such personal data including sensitive
information.

4. Option to use other Third-Party Courier Service. It is the sole responsibility of the client to arrange
for pick-up of the documents, mails or pouches.

Client may request for Grab/Lalamove or any other third-party courier service. In this case, we will be charging
the rate of PhP175.00, at the minimum, for every Grab/Lalamove. The said fee may be adjusted from time
to time depending on the location of the Client. This is to account for the transmittal drafting and booking time
with Grab/Lalamove, including the time consumed for coordination with the recipient computed at 0.5H at the
same rate above.

In the event the client opts to arrange transmittal via said third-party courier services, we would be notifying
the client each time such documents are sent via third-party courier service.

LOSS. In the event of loss, client assumes the risk of loss of documents via Grab, Lalamove and/or any
other third-party courier service. The firm shall not be responsible for any damages incurred by client as the
third-party courier service is not within its control.

5. Custodial Fee. FIRM shall notify the Client of the availability of the business registration forms for
pick up, subject to the full payment of the statement of account of the Client. The FIRM may charge the Client
a custodial fee for handling Client's files in the amount of P500/month, for failure of the Client to pick up the
company files within three (3) months from date of notice by the FIRM.

6. Termination of Agreement. This Agreement shall come into effect on the date of its execution and
shall remain valid until its termination, if not provided otherwise below.

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The client may terminate this Agreement at any time by notifying the Firm in writing or in a format
reproducible in writing.

The Firm, on the other hand, may unilaterally terminate this Agreement at any time by serving a 15-day
prior written notice to Client before the termination date, in cases where the Firm has a substantial reason,
i.e. Client demands the Firm to use means or ways that are contrary to law, conflict of interest exists/arises
in fulfilling the Client’s assignment, Client acts contrary to the Firm’s instructions or in any other manner
resulting in loss of trust between the Client and the Firm.

The Firm may terminate fulfillment of an assignment with an immediate effect (upon informing the Client) if
the Client fails to pay an invoice for services when due. An invoice overdue for 30 days constitutes a
fundamental (material) breach of this Agreement. The Firm shall not be liable for any damages the Client
may incur should the Firm terminate this Agreement on account of non-payment or the delay of payment
thereof.

Upon termination of the Agreement, the Client shall pay the fees of the Firm fees for services incurred prior
to and up to the termination of the Agreement.

7. Amendments. The Firm may unilaterally amend these terms and conditions from time to time,
notifying the Client by e-mail at least 30 calendar days in advance. The Client that does not agree with an
amendment to the terms and conditions may terminate the Agreement in line with Clause 11 of the
Agreement.

8. Forfeiture. Within 15 days of the initial sale and prior to the completion of the project, refunds or
fees paid may be allowed for a minimum retention by Filepino of: (i) 50% for no works started and no contents
submitted; (ii) 75% if work has been presented to CLIENT, or PROVIDER made multiple attempts to work
with CLIENT and no response has been made; (iii) 100% and no refund if there are any changes and/or
modifications made requested by CLIENT on completed works; (iv) 100% and no refund if CLIENT cancels
after 90 days from the initial sale; (v) 100% and no refund for work begun on any amendments, which is
separate from the original sale, purchased; and (vi) no refund on director fees.

9. Venue and Governing Law. The contractual relationship shall be governed exclusively by the laws
of the Republic of the Philippines. By signing this agreement, the Client acknowledges the Firm’s principal
place of business in Taguig City as the exclusive venue, unless mandatory law prescribes a different venue.

Initial:________________________

11 / 29 / 2022
Date:________________________ 

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 (Growth Team OPC) Business Permit Renewal FY 2023 - D2022 -...
2022 11 28 Busine...- D2022 - 161.pdf
bf45e738fe19a795180905fb335229168f084a3f
MM / DD / YYYY
Signed

11 / 28 / 2022 Sent for signature to Nadi Elias (nadi@equuspartners.com.au)

14:44:21 UTC+8 from info@duranschulze.com
IP: 124.105.81.125

11 / 29 / 2022 Viewed by Nadi Elias (nadi@equuspartners.com.au)

06:20:10 UTC+8 IP: 101.176.43.163

11 / 29 / 2022 Signed by Nadi Elias (nadi@equuspartners.com.au)

06:20:36 UTC+8 IP: 101.176.43.163

11 / 29 / 2022 The document has been completed.

06:20:36 UTC+8