Terms of Service

These Terms of Service (“Terms”) are an agreement between you and AOTXnologies (“we”, “us”, “our”), the trade name of AOTECH INFORMATION TECHNOLOGY SERVICES, a business name registered with the Department of Trade and Industry (DTI) of the Philippines. They apply to your use of our website and client workspace, and to the software design, development, consulting, and related services we provide (the “Services”).

By using our website or Services, you agree to these Terms. If you are accepting them for an organisation, you confirm that you are authorised to bind it, and “you” includes that organisation.

Client work is scoped in a written proposal, statement of work, or contract that we both accept (a “Project Agreement”). It sets out the deliverables, timeline, fees, and any special terms for that engagement.

If a Project Agreement conflicts with these Terms, the Project Agreement wins for that engagement. Anything it does not cover is governed by these Terms.

Submitting a callback request or enquiry does not create an obligation for either of us. Estimates we give before a Project Agreement is accepted are non-binding. Proposals are valid for 30 days unless they state otherwise.

You agree not to:

• break any applicable law or regulation, or infringe anyone's rights;
• attempt to gain unauthorised access to our systems, accounts, or data;
• interfere with, overload, or disrupt the website or workspace, or introduce malicious code;
• scrape, copy, or resell the website's content except as allowed by law; or
• use the website or Services for fraudulent, harmful, or deceptive purposes.

If you have a workspace account, keep your credentials confidential and tell us promptly about any unauthorised use. You are responsible for activity under your account.

To keep a project on track, you agree to:

• give us accurate information, timely feedback and approvals, and the access we reasonably need;
• make sure you have the rights to any content, data, trademarks, or materials you give us to use; and
• comply with the law, including the Data Privacy Act of 2012, for personal information in systems we build or operate for you, where you are the personal information controller.

Delays in your input may move timelines. Work outside the agreed scope is handled through a written change request and may affect fees and schedule.

Fees, payment schedules, and billing terms are set out in the Project Agreement. Unless it says otherwise, invoices are due within 15 days. If an invoice remains unpaid after we have given you written notice, we may pause work until it is settled, and timelines will move accordingly. Fees exclude applicable taxes unless stated.

What you own

Once you have paid in full for a project, you own the custom code, designs, and content we create specifically for you under that Project Agreement (the “Deliverables”), and we assign our rights in them to you. Until full payment, you may use the Deliverables for the project, but ownership stays with us.

What we keep

We keep ownership of the tools, libraries, templates, components, know-how, and other materials we created before or independently of your project, including general improvements to them (“Our Materials”). Where Our Materials are part of a Deliverable, you receive a perpetual, non-exclusive, royalty-free, worldwide licence to use, modify, and maintain them as part of that Deliverable.

Third-party and open-source components

Deliverables may include third-party or open-source software, which remains subject to its own licence terms. We will tell you about components with licences that materially restrict how you can use the Deliverables.

Your materials

You keep ownership of everything you give us. You grant us a licence to use it only as needed to perform the Services.

Portfolio

We may describe and show the work in our portfolio and marketing, without disclosing confidential information, unless you ask us not to or a confidentiality agreement says otherwise.

Our website

The content, design, and branding of this website belong to us and may not be reused without our permission.

Each of us will keep the other's non-public business, technical, and financial information confidential, use it only for the engagement, and share it only with people who need it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or must be disclosed by law (with notice to the other party where lawful). These obligations continue for 3 years after the engagement ends, and for as long as the information remains a trade secret.

We will perform the Services with reasonable skill and care, consistent with good industry practice. Unless the Project Agreement says otherwise, if you report within 30 days of delivery that a Deliverable does not materially conform to the agreed specification, we will fix the defect at no additional cost. This is your main remedy for defects.

This commitment does not cover problems caused by changes made by anyone other than us, misuse, third-party services or hosting outside our control, or requirements that were not agreed.

Our website is provided “as is” and “as available”. Except as stated in these Terms or a Project Agreement, and to the extent the law allows, we make no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

To the extent permitted by Philippine law:

• neither of us is liable to the other for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or business opportunities; and
• each party's total liability arising out of or relating to a Project Agreement or the Services is limited to the fees paid and payable under that Project Agreement in the 12 months before the event giving rise to the claim.

These limits do not apply to liability arising from fraud, bad faith, gross negligence, or wilful misconduct, to your obligation to pay fees, to breaches of confidentiality, or to any liability that cannot be limited by law.

You agree to indemnify us against third-party claims, and related losses and reasonable legal costs, arising from materials you supply to us, your use of the Deliverables in breach of law, or your breach of these Terms. We agree to indemnify you against third-party claims that Deliverables we created (excluding your materials, Our Materials used as permitted, and third-party components) infringe that party's intellectual property rights. The party seeking indemnity must notify the other promptly and allow it to control the defence.

Either party may end a Project Agreement as its terms allow, or immediately by written notice if the other party materially breaches it and does not fix the breach within 15 days of being told about it.

If an engagement ends early, you pay for work performed and costs committed up to the end date, and we hand over the work completed and paid for. Sections that by their nature should survive (including payment, ownership, confidentiality, liability, and indemnity) continue after termination.

We may suspend or close website or workspace access that is used in breach of these Terms.

Neither party is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, typhoons, power or internet outages, pandemics, or government action (fortuitous events under Article 1174 of the Civil Code). The affected party will notify the other and resume performance as soon as practicable. This does not excuse payment obligations for work already performed.

These Terms and any Project Agreement are governed by the laws of the Republic of the Philippines. We will first try to resolve any dispute through good-faith discussion for at least 30 days after one party notifies the other in writing. If it is not resolved, it will be brought exclusively before the proper courts of the Philippines, unless a Project Agreement specifies a particular venue or arbitration.

• Entire agreement: these Terms and any Project Agreement are the whole agreement between us about their subject and replace earlier discussions.
• Severability: if any provision is found invalid or unenforceable, the rest remain in effect, and the provision is applied to the fullest extent allowed.
• No waiver: not enforcing a right straight away does not waive it.
• Assignment: neither party may transfer its rights or obligations without the other's written consent, except as part of a merger, reorganisation, or sale of its business.
• Independent parties: we act as an independent contractor, not as your employee, partner, or agent.
• Notices: formal notices must be in writing, including by email to the addresses the parties have given each other; ours is legal@aotxnologies.com.

We may update these Terms from time to time and will post the new version here with a new “last updated” date. Changes apply to website use from the date they are posted. They do not change a Project Agreement already accepted unless both of us agree in writing.

For questions about these Terms, email legal@aotxnologies.com. For project enquiries, use our contact page.