Terms and Conditions

1. Scope of Services

1.1 The scope of services is set out in the Service Agreement.

1.2 Upon acceptance of this agreement and receipt of all applicable fees from the customer, geniusOS will provide the services. However, geniusOS reserves the right to modify, enhance, withdraw, or suspend the services, or any part thereof, at any time. It is the customer’s responsibility to regularly check the ‘Terms and Conditions’ webpage for updates or changes to its services. geniusOS reserves the right to modify or update these terms at any time, with such changes being announced on the same webpage. The announcement will remain posted for 30 days, and the customer’s continued use of the services after any changes or updates to these terms will signify their acceptance of such modifications.

2. Terms of Payment

2.1 In consideration of geniusOS providing services, the customer agrees to pay all applicable charges according to the rates and fees specified in the proposal or as mutually agreed upon. Customer payments to geniusOS shall not be subject to any withholding, deduction, or charges, including bank charges, official fees, taxes, or any other expenses.

2.2 Customer shall pay all applicable charges within 30 days from the date of geniusOS’ invoice unless otherwise stated in the invoice. geniusOS may impose a late payment interest of 2% per month on charges that remain unpaid or outstanding from the due collection/payment date until the actual collection/payment date.

3. Confidentiality

3.1 Confidentiality refers to each party’s confidential information related to the subject matter of this agreement, including:

information regarding the project, services, deliverables, including the proposal;
information regarding the personnel, policies or business strategies of either party;
expertise, trade secrets, and other non-public information, regardless of whether it is labeled as confidential.

3.2 Unless otherwise stated herein, the receiving party shall not disclose confidential information received from the disclosing party without the prior written consent of the disclosing party. geniusOS may share confidential information with its parent company, subsidiaries, related companies, or subcontractors to fulfill its obligations under this agreement. geniusOS is permitted to use confidential information for the purpose of fulfilling this agreement.

3.3 The receiving party agrees to protect the confidential information to the same extent and by the same means it uses for its own confidential or proprietary information until the confidential information lawfully becomes public knowledge.

3.4 The receiving party shall not be obligated to maintain the confidentiality of any information in the following circumstances:

information that was previously known to the receiving party without any obligation to keep it confidential;
information that becomes publicly available through means other than unauthorized disclosure;
information that is authorized for disclosure with written consent from the disclosing party;
information that the receiving party can demonstrate has been independently developed by them.

4. Liabilities

4.1 The customer is responsible for protecting and covering geniusOS, its subsidiaries, affiliates, directors, officers, and employees from any legal issues, including lawsuits and expenses, that result from the customer’s wrongdoing, mistakes, or the actions of its agents and employees.

4.2 Regardless of anything else mentioned in this agreement, neither party will be held responsible for certain types of losses, damages, or liabilities that may occur because of this agreement. This applies even if they acted carelessly or intentionally, and regardless of whether they should have expected such consequences:

any indirect loss or damage that doesn’t directly result from the specific action or omission in question but only occurs as a consequence or result of that action or omission;
loss of expected profit, revenue, or economic loss, whether directly or indirectly caused by the action or omission in question;
business interruption, loss of equipment or system use, contract loss, business opportunity loss, or
special, unexpected, punitive, or penal damages.

4.3 Except as expressly stated in this agreement, geniusOS does not provide any warranties, whether express or implied, regarding the services or deliverables. We specifically disclaim and exclude all warranties, conditions, and other terms implied by law (including but not limited to fitness, purpose or merchantability) to the maximum extent allowed by law.

4.4 The customer warrants that the information provided by it in this agreement is true and complete and confirms that it has read the ‘Terms and Conditions’ and agrees to be bound by them and all future amendments thereto. The customer further agrees that it shall be responsible for all liabilities as depicted in clause 5.1 arising out of any wrongful, incomplete, or false information provided by the customer in this agreement or otherwise. geniusOS reserves the absolute right to suspend the services or terminate this agreement at geniusOS’ sole discretion if it deems that the customer has provided inaccurate, incomplete, or false information. The customer also agrees that geniusOS reserves the right to disclose any information contained in, but not limited to, this Agreement if required by the relevant authorities or by law.

4.5 In any event, geniusOS’ liability for loss, damage, cost, or expense to the customer, arising from any cause whatsoever and regardless of the form of action, whether in contract or in tort, including negligence or otherwise, shall not exceed the total amount of the fees paid by the customer to geniusOS for the services rendered during the last three (3) months (any payments made to geniusOS for third-party charges, advances, reimbursements, or regulatory fees such as taxes and duties shall not be considered for this calculation).

5. Termination

5.1 Either party may terminate this agreement by giving thirty (30) days’ written notice to the other party.

6. Governing Law

6.1 This Agreement shall be governed by the laws of Philippines, and the parties agree to submit to the exclusive jurisdiction of the courts of the Republic of the Philippines.

7. General

7.1 A person who is not a party to this Agreement shall have no right to enforce any of its provisions.