Acceptance of Terms
By accessing or using the Ologio website (ologio.com), submitting a project inquiry, or executing a Statement of Work ("SOW") or Master Services Agreement ("MSA") with Ologio, you ("Client," "User," or "you") agree to be legally bound by these Terms of Service.
If you are accepting these terms on behalf of a company or legal entity, you represent and warrant that you possess full legal authority to bind such entity. If you do not agree to these terms, you must not access our platforms or engage our services.
Engineering Services
Ologio provides full-cycle software engineering, web application development, cloud architecture design, and technical consulting services. Specific project deliverables, milestone timelines, technical specifications, and fee schedules are governed by individual SOWs executed between Ologio and the Client.
We execute services in a professional, workmanlike manner adhering to strict engineering standards, modern code hygiene, and strict type safety practices.
Client Responsibilities
Timely project execution relies on collaborative effort. Clients agree to:
- Timely Feedback: Provide prompt review and feedback on milestone deliverables within agreed review windows (typically 5 business days).
- Access & Materials: Provide necessary API keys, repository access, design assets, and technical documentation required for project completion.
- Lawful Use: Ensure that all software specifications, content, and materials provided to Ologio do not infringe upon any third-party intellectual property or violate applicable laws.
Payments & Billing
Fees for engineering engagements are defined in the governing SOW and billed on a fixed-milestone, retainer, or time-and-materials basis.
• Invoicing Terms: Invoices are payable within fourteen (14) calendar days of invoice date unless specified otherwise in writing.
• Late Payments: Overdue balances incur interest at a rate of 1.5% per month (or the maximum allowable by law).
• Taxes: All stated fees are exclusive of sales, value-added (VAT), or withholding taxes, which shall be borne by the Client.
Milestone Approvals
Failure to remit payment for completed milestone deliverables may result in immediate suspension of active software development and repository access until accounts are settled.Intellectual Property Rights
Ownership of custom code work product is clear and unambiguous:
A. Custom Code Work Product
Upon full payment of all invoiced fees for a specific deliverable, Ologio assigns to Client all right, title, and interest (including copyright) in custom software code, application logic, and specific UI assets created exclusively for Client under the SOW.
B. Pre-existing Background IP & Tools
Ologio retains sole ownership of pre-existing development tools, core libraries, generic helper scripts, and proprietary architectural frameworks ("Background IP"). Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use Background IP embedded within deliverables.
Confidentiality
Both parties agree that all technical specifications, business plans, source code, financial data, and trade secrets disclosed during an engagement constitute Confidential Information.
Each party agrees to safeguard Confidential Information using the same degree of care it uses to protect its own proprietary data (and no less than reasonable care) and shall not disclose such information to third parties without prior written consent.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OLOGIO, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR SYSTEM DOWN-TIME) ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES.
Liability Cap
OLOGIO’S TOTAL AGGREGATE LIABILITY ARISING FROM ANY CLAIM RELATED TO A SERVICE ENGAGEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO OLOGIO UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT.Warranty Disclaimer
Except as expressly warranted in a signed MSA or SOW, our website and engineering deliverables are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express or implied, including warranties of merchantability or fitness for a particular purpose.
Ologio provides a standard 30-day warranty window post-launch to fix reproducible software bugs in scope, as defined in individual project agreements.
Term & Termination
Either party may terminate a service agreement for convenience with thirty (30) days written notice, or immediately if the other party breaches a material term and fails to cure such breach within fourteen (14) days of written notice.
Upon termination, Client shall pay Ologio for all work completed and expenses incurred up to the effective date of termination. Ologio will transfer all completed work product upon receipt of final payment.
Governing Law & Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the jurisdiction in which Ologio is incorporated, without regard to its conflict of law principles.
Any legal action or proceeding arising under these Terms shall be settled through binding confidential arbitration before a single mutually agreed arbitrator prior to initiating court litigation.
Changes to Terms
We reserve the right to modify these Terms of Service at any time. When updates are published, we will revise the "Last Updated" date at the top of this document. Continued use of our website or services following notice of changes constitutes your acceptance of the revised terms.
Contact Information
For legal notices, contract inquiries, or questions regarding these Terms of Service, please reach out to our legal department:
Questions regarding our legal policies?
Contact our legal compliance team for any clarifications or data request processing.