GENERAL TERMS AND CONDITIONS
SeeMeSol, Inc.
Version 5.2 | Effective Date: March 2026 | seemesol.com/legal-gtc-ph/
SeeMeSol, Inc., having its registered office at 4th Floor Keyland Building, 114 Valero Street, Salcedo Village, Bel-Air, Makati City, Philippines in this matter, is represented by David Padgett, in his capacity as the Founder and Chairman of the Board and therefore acting for and on behalf of SeeMeSol, Inc. (from now on “SeeMeSol”)
1. Definitions
1.1 “Platform” means SeeMeSol’s suite of hosted, on-demand software solutions, which may include SeeMeConnect, SeeMeHire, SeeMeEvents, SeeMeMentor, and such other products as SeeMeSol may make available from time to time. The specific solution(s) licensed to Customer are identified in the applicable Order Form.
1.2 “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights or controls or is under common control with that legal entity. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise. Any such company shall be considered an Affiliate for only such time as such interest or control is maintained.
1.3 “Agreement” means the binding agreement between SeeMeSol and Customer comprising the executed Order Form, these General Terms and Conditions, and any schedules, annexes, or addenda incorporated by reference therein.
1.4 “Authorised User” means an individual employed by, or engaged as an agent, contractor, consultant, or partner of, Customer or its Affiliates, who Customer has specifically authorised in writing to access and use the Service. Customer may designate Authorised Users at its discretion, subject to the maximum number of user seats purchased under the applicable Order Form. Any access beyond the purchased seat count requires a written addendum executed by both parties and payment of applicable additional fees. Customer is responsible for all acts and omissions of its Authorised Users as if they were the acts and omissions of Customer. An Authorised User licence may not be shared or used by more than one individual, and may only be transferred to another individual if the original user no longer requires access to the Service.
1.5 “Confidential Information” means, with respect to Customer, the Customer Data, and with respect to SeeMeSol: (a) the Service, including, without limitation, all (i) computer software (both object and source codes) and related Service documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Service; and (iii) all application program interfaces, system infrastructure, system security and system architecture design relating to the Service; (b) research and development, product offerings, pricing and availability; and (c) any information about or concerning any third party which information was provided to SeeMeSol subject to an applicable confidentiality obligation to such third party. In addition to the foregoing, Confidential Information of either SeeMeSol or Customer (the party disclosing such information being the “Disclosing Party”) may also include information which the Disclosing Party protects against unrestricted disclosure to others and which (i) if in tangible form, the Disclosing Party clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), the Disclosing Party identifies as confidential or proprietary at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.
1.6 “Customer Data” means any content, materials, data, and information provided by Customer or its Authorised Users to SeeMeSol while using the Service.
1.7 “Documentation” means then-current technical and functional documentation for the Service which is delivered or made available by SeeMeSol to the Customer with the Service.
1.8 “Order Form” means the written order document executed between SeeMeSol and Customer setting out the specific commercial terms applicable to the Service, including the subscribed Solution, subscription term, fees, billing details, and any agreed service parameters. The Order Form incorporates these General Terms and Conditions and any schedules or annexes referenced therein. References to “Cloud Order Schedule” or “Cloud OS” in any SeeMeSol document shall be read as references to the Order Form.
1.9 “Service” means the hosted, on demand service described in the Order Form.
1.10 “System Availability” means the average percentage of total time during which the Service is available to Customer, excluding (i) any maintenance windows (as may be defined in the Order Form); (ii) any emergency maintenance (as may be defined in the Order Form); (iii) delays due to conditions beyond the reasonable control of SeeMeSol; (iv) delays caused by equipment provided by Customer (or its service providers); or (v) delays caused by systems outside of the Service, including, but not limited to, Customer’s network.
1.11 “Work Product” means any work product or tangible results produced by or with SeeMeSol pursuant to this Agreement, including while providing support, training, or configuration services to Customer. Work Product includes works created for or in cooperation with Customer, but does not include any Customer Data, Customer Confidential Information, or the Service. For clarity, some services may be performed under a statement of work, which statement of work will be governed by the terms and conditions of this Agreement.
1.12 “Solution” means the specific SeeMeSol platform product(s) subscribed to by Customer as identified in the applicable Order Form (for example, SeeMeConnect, SeeMeHire, SeeMeEvents, or SeeMeMentor). References to the “Service” in this Agreement shall include the relevant Solution unless the context otherwise requires.
1.13 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Order Form.
2. Usage Rights
2.1 Customer acknowledges and explicitly accepts that use of and access to the Service is subject to the Order Form and the terms and conditions of this Agreement (including any documents incorporated by reference). Customer must execute the Order Form and return it to SeeMeSol to access and use the applicable Solution. Customer must comply with the Order Form and any breach of the Order Form shall be deemed a breach of this Agreement.
2.2 SeeMeSol shall make the Service available to Customer in accordance with and during the term stated in the Order Form to permit Authorised Users to remotely access and use the Service solely for Customer’s own internal business purposes as permitted by and subject to the terms of this Agreement, the Order Form, and the supporting documentation.
2.3 Customer shall not sublicense, license, sell, lease, rent, outsource or otherwise make the Service available to third parties, other than Authorised Users who are using the Service in support of Customer’s authorized use of the Service. Customer shall be responsible for the acts and omissions of its Authorised Users as if they were the acts and omissions of Customer.
2.4 SeeMeSol retains all right, title, and interest in all intellectual property rights in any Work Product, including all improvements, derivative works, and contributions arising from the provision of services under this Agreement, even where Customer has provided input or specifications. Ownership of Work Product may only be varied by a separate written agreement signed by authorised representatives of both parties. Unless and until such agreement is made, Customer is granted a non-exclusive, non-transferable licence to use the Work Product solely in connection with its permitted use of the Service under this Agreement. All rights not expressly granted to Customer are reserved by SeeMeSol.
2.5 SeeMeSol shall be entitled to monitor Customer’s compliance with the terms of this Agreement, including but not limited the number of Authorised Users accessing the Service and, subject to Article 9 below, SeeMeSol may utilize the information concerning Customer’s use of the Service to improve the products and services and to provide Customer with reports on its use of the Service.
3. Support, Set up and Security
3.1 SeeMeSol shall provide technical support to Customer and its Authorised Users in accordance with the support terms set out in the SeeMeSol Service Level Agreement Annex (the “SLA Annex”), available at seemesol.com/legal-sla and incorporated into this Agreement by reference. SeeMeSol will provide Customer with at least thirty (30) days’ written notice of any material changes to the SLA Annex. SeeMeSol shall be the first point of contact for all platform-related inquiries, issues, and escalations. Support levels, response times, and escalation procedures are governed by the SLA Annex. Customer shall promptly provide SeeMeSol with reasonable information and access necessary to investigate and resolve reported issues.
3.2 System availability commitments are governed by the SLA Annex. Without limiting the remedies set out therein, if SeeMeSol fails to meet ninety-eight percent (98%) System Availability in each of three (3) consecutive calendar months, Customer shall have the right to terminate the Order Form for cause, in which case SeeMeSol will refund any prepaid fees for the remainder of the subscription term from the date of termination. Where Customer is entitled to service credits, SeeMeSol will issue those credits accordingly. Claims under this clause must be submitted in good faith via a support case within ten (10) business days after the end of the relevant period.
4. Customer Responsibilities and Obligations
4.1 Subject to Articles 9 and 10 below, Customer grants to SeeMeSol the non-exclusive right to use Customer Data solely to the extent necessary for SeeMeSol to perform its obligations under this Agreement. The processing of Customer Data is further governed by the SeeMeSol Data Processing and Role Allocation Addendum (the “DPA Addendum”), available at seemesol.com/legal-dpa which forms part of this Agreement.
4.2 Customer acknowledges that the Service is hosted at SeeMeSol’s data centre, which may be located outside Customer’s country of registration (“Customer Country”), and may be operated by SeeMeSol or an Affiliate incorporated outside Customer Country. Customer is responsible for ensuring that its access to and use of the Service complies with all applicable laws and regulations of Customer Country. SeeMeSol warrants that it will operate and deliver the Service in material compliance with applicable laws governing its own operations. Customer is responsible for its own internet and network connection to the Service; SeeMeSol does not provide telecommunication services under this Agreement.
4.3 Customer agrees to participate in periodic alignment meetings or review sessions with SeeMeSol representatives as reasonably requested. These sessions support effective collaboration and the achievement of the parties’ shared objectives under this Agreement.
4.4 SeeMeSol may use Customer’s name and logo in the following ways without requiring prior written approval: (a) display within the SeeMeSol Platform as part of the Service — including showing Customer’s logo to other platform users (such as employers and institutions) where that display is a core feature of the subscribed Solution; and (b) standard client listings on SeeMeSol’s website and marketing materials identifying Customer as a user of the Service. For any use beyond (a) and (b) above — including without limitation case studies, success stories, press testimonials, co-branded campaigns, or any content that attributes specific statements or outcomes to Customer — SeeMeSol shall seek Customer’s prior written approval for each specific proposed use. SeeMeSol shall adhere to Customer’s brand guidelines in all approved materials. Customer may withhold or withdraw approval for content marketing uses at any time.
5. Prices and Terms of Payment
5.1 Customer shall pay to SeeMeSol the fees for the Service provided hereunder, in the amount as set forth in the Order Form within thirty (30) days of the date of invoice.
5.2 Fees are fixed for the committed subscription term set out in the Order Form. This Agreement will not automatically renew at the end of the subscription term. Any renewal requires a new or amended Order Form executed in writing by both parties before the expiry of the then-current term. SeeMeSol will notify Customer of the upcoming expiry and any proposed changes to fees or commercial terms at least sixty (60) days before the term end date. Continued use of the Service after the subscription term end date, pending execution of a renewal Order Form, will be subject to SeeMeSol’s then-current standard terms and fees.
5.3 Customer may add additional Authorised Users or other fee-based metrics during the term of the Order Form by executing an addendum or additional schedule to such Order Form as applicable. The term of each addendum or schedule shall be co-terminous with the then-current term of the Order Form irrespective of the effective date of such addendum and all fees shall be prorated accordingly. Upon renewal of the Order Form the term for all Authorised Users or other fee-based metric added to the Order Form prior to renewal shall be the same as specified in the Order Form unless the parties agree to extend the term in the addendum.
5.4 Customer is responsible for monitoring its use of the Service. Customer shall without undue delay report to SeeMeSol any actual use in excess of the number of Authorised Users or the amount of any fee-based metric authorized under the Order Form and any other information reasonably necessary to calculate the amount of fees payable under the Order Form. Customer agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement to reflect any excess. Such fees shall accrue from the date the excess use began. For the avoidance of doubt, Customer shall not be entitled to claim any reduction of the fees payable under the Order Form or reduce the Authorised Users or other fee-based metrics during the term of the Order Form.
5.5 Except as expressly set forth in this Agreement or the Order Form all purchases of Authorised User subscriptions hereunder are non-cancellable, and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Service.
5.6 All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed under applicable law and may result in suspension of Customer’s ability to access the Service until payment is made. Customer shall reimburse SeeMeSol for all reasonable, actual costs (including reasonable attorneys’ fees) incurred by SeeMeSol in the collection of overdue amounts.
5.7 Unless otherwise stated in the Order Form, fees and other charges under this Agreement are exclusive of all taxes, levies, duties, and similar governmental charges, including without limitation goods and services tax, value-added tax, sales tax, withholding tax, and stamp duty (collectively “Taxes”), but excluding taxes assessed on SeeMeSol’s net income or property. All Taxes are for Customer’s account. If SeeMeSol is required by applicable law to collect or remit any Taxes on Customer’s behalf, Customer shall reimburse SeeMeSol promptly upon receipt of a valid tax invoice. Where applicable law requires Customer to withhold any portion of fees payable to SeeMeSol, Customer shall: (a) withhold and remit the applicable amount to the relevant tax authority by the statutory deadline; (b) provide SeeMeSol with a valid withholding tax certificate or equivalent document issued by the relevant tax authority within thirty (30) days of the end of the applicable reporting period; and (c) remit the net amount (after withholding) to SeeMeSol by the invoice due date. Specific tax obligations applicable to Customer’s jurisdiction may be set out in the Order Form or a jurisdiction-specific addendum. Customer shall indemnify SeeMeSol for any Taxes, interest, and penalties arising from Customer’s failure to comply with its tax obligations under this Agreement.
6. Term, Termination and Termination Support
6.1 This Agreement commences on the Effective Date set out in the Order Form and continues for the subscription term described therein. Termination of one Order Form does not affect any other Order Form in force between the parties.
6.2 Either party may terminate this Agreement on written notice if the other party commits a material breach and fails to cure it within thirty (30) days of receiving written notice specifying the breach in reasonable detail. For the avoidance of doubt, payment delinquency exceeding thirty (30) days constitutes a material breach by Customer. SeeMeSol may also terminate immediately upon Customer’s material breach of an Order Form. Where Customer terminates due to SeeMeSol’s uncured material breach, Customer is entitled to a pro-rata refund of prepaid fees for the remaining subscription term. In all other cases of termination, outstanding unpaid fees remain due and payable.
6.3 Without prejudice to its termination rights under Article 6.2, SeeMeSol may suspend Customer’s access to the Service, remove offending Customer Data, and deactivate user credentials if: (i) Customer commits a material breach not cured within thirty (30) days of written notice; or (ii) SeeMeSol reasonably determines that continued access poses a risk of harm to the Service, other customers, or third parties, or would violate applicable law. SeeMeSol will give Customer prior written notice before suspending where circumstances permit, and will restore access promptly once the issue is resolved to SeeMeSol’s reasonable satisfaction.
6.4 SeeMeSol may terminate an Order Form on seven (7) days’ written notice if Customer becomes insolvent, a petition for insolvency proceedings is filed against Customer’s assets, or any such proceedings are opened or dismissed for lack of assets. No refunds are payable on termination under this Article 6.4.
6.5 The following provisions shall survive the expiration or termination of this Agreement for any reason: Articles 5.1, 5.5, 5.6, 5.7, 6.6, 7.2, 7.3, 7.4, 8, 9, 10 and 11.
6.6 Data Export on Termination. Upon expiry or termination of this Agreement for any reason (including termination under Articles 6.2, 6.3, and 6.4), SeeMeSol shall make Customer Data available to Customer in a commonly used, machine-readable format for export and download for a period of thirty (30) days following the effective date of termination or expiry (the “Export Window”). Upon expiry of the Export Window, SeeMeSol shall delete or anonymise Customer Data in accordance with the DPA Addendum and applicable data protection laws, except to the extent that retention is required by applicable law. SeeMeSol’s obligation to make Customer Data available under this Article 6.6 is conditional upon Customer having no outstanding undisputed amounts owed to SeeMeSol. Article 6.6 shall survive the termination or expiry of this Agreement.
7. Warranties
7.1 SeeMeSol shall correct defects in the Work Product discovered during acceptance testing period in accordance with agreed acceptance test procedures. Post-production support and other services separately purchased by Customer (if any) can be used to correct defects in the Work Product or support Customer’s use of the Service following the acceptance testing period.
7.2 Except as expressly provided in Article 7.1, SeeMeSol does not make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of the service, or any information technology services, software, hardware or other materials provided under this agreement, or that the operation of any such service, software, hardware or other material will be uninterrupted or error free.
7.3 Customer shall indemnify SeeMeSol for any loss, damage, or expense (including reasonable attorney’s fees) incurred by SeeMeSol arising from Customer’s breach of the Order Form.
7.4 SeeMeSol shall indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, and employees from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising directly from: (a) SeeMeSol’s material breach of this Agreement; (b) SeeMeSol’s infringement of any third party’s intellectual property rights in the Service itself (excluding Customer Data or content uploaded by Customer); or (c) SeeMeSol’s gross negligence or wilful misconduct in the provision of the Service. SeeMeSol’s aggregate liability under this Article 7.4 shall not exceed the fees paid by Customer to SeeMeSol in the twelve (12) months preceding the claim giving rise to indemnification, and is subject to the limitation of liability provisions in Article 8.
8. Limitation of Liability
8.1 SeeMeSol’s total liability to Customer under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim. Multiple claims arising from the same or related circumstances are treated as a single claim for this purpose.
8.2 Neither party shall be liable for any indirect, incidental, consequential, or special damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages. This exclusion does not limit Customer’s obligation to pay fees when due.
8.3 Liability arising from unauthorised use or disclosure of Confidential Information is capped at two times (2×) the fees paid by Customer in the twelve (12) months preceding the breach.
8.4 The limits in this Article 8 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any liability that cannot be excluded by applicable law. These limits apply equally to SeeMeSol’s employees, affiliates, subcontractors, and licensors.
9. Confidentiality
9.1 Each party (the “Receiving Party”) shall hold the other party’s Confidential Information in strict confidence, use it only as necessary to perform its obligations or exercise its rights under this Agreement, and disclose it only to those of its personnel who have a need to know and are bound by confidentiality obligations no less protective than those in this Article 9. Each party shall protect the other’s Confidential Information with at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than reasonable care. Confidential Information disclosed prior to the Effective Date is subject to the same protections. Any reproduction of Confidential Information remains the property of the Disclosing Party and shall preserve all confidential or proprietary markings.
9.2 The obligations in Article 9.1 do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was already known to the Receiving Party free of restriction at the time of disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (d) is lawfully received from a third party free of restriction; or (e) the Disclosing Party agrees in writing is free of such restrictions.
9.3 Neither party shall disclose the pricing or commercial terms of this Agreement to any third party without the prior written consent of the other party. The use of either party’s name, logo, or brand is governed by Article 4.4.
9.4 If Customer provides SeeMeSol with feedback, suggestions, or input regarding the Service (“Feedback”), Customer grants SeeMeSol a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use such Feedback for any purpose relating to the development or improvement of the Service, without restriction or remuneration. Any SeeMeSol information disclosed during Feedback discussions is SeeMeSol Confidential Information and is subject to Article 9.1.
10. Data Protection
10.1 The processing of personal data under this Agreement is governed by the SeeMeSol Data Processing and Role Allocation Addendum (the “DPA Addendum”), available at seemesol.com/legal-dpa and incorporated into this Agreement by reference. In the event of any conflict between this Article 10 and the DPA Addendum, the DPA Addendum shall prevail to the extent of the inconsistency. SeeMeSol will provide Customer with at least thirty (30) days’ written notice of any material changes to the DPA Addendum. Each party shall implement appropriate technical and organisational measures to protect personal data against misuse, unauthorised access, and accidental loss or destruction, in accordance with applicable data protection laws, including the Philippines Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations.
10.2 To the extent that SeeMeSol processes personal data on behalf of Customer, SeeMeSol shall bind its personnel engaged in such processing to obligations of data protection and confidentiality in accordance with applicable law.
10.3 SeeMeSol may engage sub-processors for the processing of personal data to the extent necessary to fulfil its obligations under this Agreement. SeeMeSol shall ensure that all sub-processors are bound by data protection obligations no less protective than those in this Article 10 and the DPA Addendum.
10.4 Customer warrants that no legal or regulatory requirement applicable to Customer will prevent SeeMeSol from fulfilling its obligations under this Agreement in compliance with applicable law. Customer is responsible for ensuring that all required consents, notices, or other legal bases for the processing of personal data by SeeMeSol on Customer’s behalf have been obtained or established prior to any such processing.
11. Miscellaneous
11.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.
11.2 A waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No waiver shall be effective unless made in writing.
11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Signatures transmitted electronically (including by scanned copy sent by email) and electronic signatures effected through recognised electronic signature platforms (including DocuSign and Adobe Sign) shall be deemed valid and legally binding under Republic Act No. 8792 (Electronic Commerce Act of 2000) and applicable law.
11.4 The Service, Documentation, and related materials may be subject to export control laws of applicable jurisdictions, including the laws of the Philippines. Customer shall not export or re-export the Service, Documentation, or related materials to any country, person, or entity prohibited under such laws, and shall comply with all applicable governmental regulations of the countries in which Customer and its Authorised Users operate. Customer shall not submit any SeeMeSol materials to any government agency for licensing or regulatory approval without SeeMeSol’s prior written consent.
11.5 This Agreement is governed by the laws of the Philippines, without regard to its conflict of law provisions. Subject to Article 11.11, the parties submit to the exclusive jurisdiction of the Regional Trial Courts of Makati City, Philippines for resolution of any Dispute that cannot be resolved through the process in Article 11.11.
11.6 All notices under this Agreement shall be in writing and deemed duly given when delivered to the addresses set out in the Order Form. Notices may be given by email, except that notices of termination or material breach must be delivered by a method providing written confirmation of receipt.
11.7 Dates and timelines are non-binding unless the parties expressly agree otherwise in writing. Neither party shall be in breach of this Agreement for any delay or failure to perform caused by circumstances beyond its reasonable control (a “Force Majeure Event”), provided the affected party gives prompt written notice to the other and uses reasonable efforts to overcome the Force Majeure Event. Payment obligations are not excused by Force Majeure.
11.8 This Agreement constitutes the complete and exclusive statement of the agreement between SeeMeSol and Customer, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions, and writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Customer to SeeMeSol.
11.9 Customer may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without SeeMeSol’s prior written consent, except to a successor entity in a bona fide merger, acquisition, or restructuring where the successor assumes all obligations under this Agreement in writing and Customer gives SeeMeSol thirty (30) days’ prior notice. SeeMeSol may assign this Agreement to any Affiliate without consent. SeeMeSol may sub-contract parts of its services to third parties while remaining fully liable for their acts and omissions.
11.10 The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) the Order Form; (ii) the schedules, exhibits and appendices included with or referenced by the Order Form; and (iii) this T&C.
11.11 Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement (“Dispute”), the parties shall first attempt to resolve it through good-faith negotiation between senior representatives for a period of thirty (30) days from written notice of the Dispute. If unresolved, either party may refer the Dispute to mediation seated in Makati City, Philippines, conducted in English, with costs shared equally, for a further thirty (30) days. If the Dispute remains unresolved after mediation, the parties submit to the exclusive jurisdiction of the courts referred to in Article 11.5. Either party may seek urgent interim or injunctive relief from any court of competent jurisdiction at any time without first completing the steps above.
