KNOW ALL MEN BY THESE PRESENTS:
This Terms of Use ("Agreement") is hereby issued by Asela Company Operation Consulting, hereinafter referred to as "the Company," for the purpose of establishing the legally binding terms governing access to and use of the Company's website, digital platforms, consulting services, business operations, and related engagements.
WHEREAS, the Company operates as an operations consulting firm providing business development, digital services, operational consulting, freelancing coordination, project management, automation solutions, and other professional services;
WHEREAS, users, clients, contractors, freelancers, partners, and visitors may access the Company's services through various digital and physical channels;
NOW, THEREFORE, the following Terms of Use are hereby established:
Acceptance of Terms
By accessing, browsing, communicating with, purchasing services from, or otherwise using any service provided by the Company, the user acknowledges that they have read, understood, and agreed to be legally bound by these Terms of Use, together with the Company's Privacy Policy and any applicable written agreements.
If the user does not agree to these Terms, access to the Company's services must immediately cease.
Using our website or services means you agree to these Terms.
Eligibility
Users represent and warrant that they possess the legal capacity to enter into binding agreements under applicable laws.
Where a user acts on behalf of an organization or business entity, such user represents that they possess the authority to legally bind that organization.
Scope of Services
The Company provides professional consulting and project-based services, including but not limited to:
- Business Operations Consulting
- Business Development
- Digital Solutions
- Automation Services
- Software and System Development
- Creative and Design Services
- Technical Consulting
- Freelancing Coordination
- Project Management
- Operational Strategy
- Other professional services agreed upon by contract
The exact scope of services shall be determined through quotations, proposals, statements of work, project agreements, or other written documentation.
Every project is unique and governed by its own approved scope.
User Responsibilities
Users agree to:
- provide accurate information;
- cooperate during project execution;
- comply with all applicable laws;
- avoid unauthorized access to Company systems;
- refrain from unlawful, abusive, fraudulent, or harmful activities;
- respect intellectual property rights.
Users shall remain solely responsible for all information, files, instructions, and materials submitted to the Company.
Project Engagement
Projects commence only after written confirmation, execution of an agreement, or receipt of any required payment as specified by the Company.
Project timelines are estimates unless expressly guaranteed in writing.
Delays caused by clients, third parties, force majeure, or circumstances beyond the Company's reasonable control may result in revised schedules.
Projects begin only after confirmation and may adjust when external delays occur.
Fees and Payments
Professional fees shall be governed by quotations, invoices, contracts, or written agreements.
Unless otherwise agreed:
- payments made are non-refundable once work has commenced;
- late payments may delay or suspend services;
- ownership of deliverables remains subject to payment obligations.
The Company reserves the right to suspend or terminate services for unpaid balances.
Intellectual Property
Unless otherwise expressly agreed in writing, all methodologies, software, templates, documentation, processes, systems, workflows, designs, source materials, branding, and proprietary tools developed or owned by the Company shall remain the exclusive intellectual property of the Company.
Ownership of final deliverables shall transfer only upon full payment where applicable and subject to the specific project agreement.
Nothing contained herein grants any license beyond the intended use of the delivered work.
Our internal systems and methods remain Company property unless specifically transferred.
Client Materials
Users retain ownership of materials, trademarks, logos, documents, and intellectual property supplied to the Company.
Users warrant that they possess all necessary rights to provide such materials and indemnify the Company against any claims arising from unauthorized use.
Confidentiality
Both the Company and the client acknowledge that confidential business information may be exchanged during project execution.
Each party agrees to exercise reasonable care in protecting confidential information from unauthorized disclosure except where disclosure is required by law or authorized in writing.
Project information is treated confidentially by both parties.
Acceptable Use
Users shall not:
- interfere with Company operations;
- upload malicious software;
- reverse engineer proprietary systems;
- attempt unauthorized access;
- infringe intellectual property rights;
- use Company services for unlawful purposes.
The Company reserves the right to suspend access where misuse is reasonably suspected.
Third-Party Services
The Company may utilize third-party software, cloud infrastructure, payment providers, communication platforms, hosting services, artificial intelligence platforms, or other external technologies.
The Company shall not be responsible for the availability, security, policies, or performance of independent third-party providers.
Users acknowledge that use of such services may also be governed by the providers' own terms and privacy policies.
Some services rely on external platforms operating under their own rules.
Service Availability
The Company does not guarantee uninterrupted availability of its website, systems, communications, or services.
Temporary interruptions resulting from maintenance, upgrades, technical failures, internet disruptions, cyber incidents, or force majeure shall not constitute a breach of these Terms.
Warranties Disclaimer
Except where expressly required by applicable law, all services are provided on an "AS IS" and "AS AVAILABLE" basis.
The Company makes no guarantee regarding uninterrupted operation, commercial success, profitability, search rankings, business outcomes, or any particular financial result arising from the use of its services.
Limitation of Liability
To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, punitive, exemplary, or special damages, including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings arising from the use of its services.
The Company's aggregate liability for any claim shall not exceed the amount actually paid by the client for the specific service giving rise to such claim, unless otherwise required by applicable law.
Liability is limited to the extent permitted by Philippine law.
Indemnification
Users agree to indemnify and hold harmless the Company, its officers, employees, consultants, freelancers, affiliates, contractors, and representatives from any claims, liabilities, damages, costs, or legal expenses arising from:
- violation of these Terms;
- unlawful conduct;
- infringement of third-party rights;
- misuse of Company services;
- inaccurate information supplied by the user.
Independent Contractor Relationship
Nothing contained herein shall be interpreted as creating an employer-employee relationship, agency, joint venture, partnership, fiduciary relationship, or franchise unless expressly established through a separate written agreement.
Suspension and Termination
The Company reserves the right to suspend or terminate access to its services immediately where:
- these Terms are violated;
- fraudulent conduct is suspected;
- payment obligations remain outstanding;
- continued service presents operational, legal, or security risks.
Termination shall not affect accrued payment obligations or surviving contractual rights.
Force Majeure
The Company shall not be liable for delays or failures resulting from events beyond its reasonable control, including natural disasters, internet outages, government actions, labor disputes, pandemics, cyber incidents, power interruptions, or failures of third-party infrastructure.
Amendments
The Company reserves the right to modify these Terms of Use at any time.
Updated versions become effective immediately upon publication unless otherwise stated.
Continued use of Company services constitutes acceptance of such revisions.
Severability
If any provision of these Terms is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Entire Agreement
These Terms of Use, together with the Privacy Policy and any written agreements executed between the parties, constitute the entire understanding regarding the subject matter herein and supersede prior discussions relating thereto.
Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
Any dispute arising from these Terms shall be subject to the jurisdiction of the proper courts of the Republic of the Philippines.
Philippine law governs all matters relating to these Terms.
IN WITNESS WHEREOF, the Company hereby adopts and publishes this Terms of Use as the official governing terms applicable to the use of its services, platforms, communications, and business operations.