The terms that govern our relationship.
These Terms of Service form a binding agreement between you and TrueNext Global. They cover both your use of this website and the engagement of our outsourcing services. Specific commercial terms (scope, fees, SLAs) live in your signed Statement of Work or Master Services Agreement and prevail over these terms where they conflict.
Acceptance of terms
By accessing this website or engaging our services, you agree to be bound by these Terms of Service and our Privacy Policy. If you are agreeing on behalf of an organization, you confirm that you have authority to bind that organization to these terms.
If you do not agree, do not use the website and do not engage our services.
Our services
TrueNext Global provides business process outsourcing across Healthcare Operations, Technology Support, Marketing Operations, and Executive Support. The specific services we deliver to you, including scope, deliverables, staffing, service levels, and locations, are described in a written Statement of Work ("SOW") executed by both parties.
We may improve, modify, or discontinue parts of the website or general service offerings at any time. We will not materially reduce contracted services for an active SOW without your prior written agreement.
Engagement and orders
Each engagement begins with a signed SOW or order form under a Master Services Agreement ("MSA"). The SOW specifies deliverables, schedule, headcount, fees, and acceptance criteria. Where there is no MSA, these Terms of Service together with the SOW form the full agreement.
Fees and payment
- Fees, billing cycle, and currency are stated in the SOW.
- Unless stated otherwise, invoices are due net 30 days from invoice date.
- Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
- Fees are exclusive of taxes; you are responsible for any sales, use, VAT, or withholding taxes other than taxes on our income.
- We may suspend services for accounts with invoices more than 30 days past due, after written notice and a chance to cure.
Client obligations
You agree to:
- Provide timely access to the systems, data, and stakeholders our team needs to deliver the services.
- Designate a named point of contact authorized to make decisions on scope and priorities.
- Ensure you have all rights and consents necessary for us to process any data you provide on your behalf or on behalf of your customers.
- Comply with all laws applicable to your business and your instructions to us.
Acceptable use
You will not use our website or services to:
- Violate any law or third-party right.
- Send unlawful, harassing, defamatory, or otherwise objectionable content.
- Attempt to gain unauthorized access to our systems, probe for vulnerabilities, or disrupt service availability.
- Reverse engineer, scrape, or extract content from the website for competing purposes.
- Use our services to process data of a category we have not agreed to (for example, regulated health data outside an approved healthcare engagement).
Intellectual property
We retain all rights in our pre-existing materials, methods, tools, frameworks, and the website itself. Upon full payment, you receive a worldwide, royalty-free, non-exclusive license to use deliverables produced under an SOW for your internal business purposes, unless the SOW grants broader rights.
You retain all rights in the data and materials you provide. You grant us a limited license to use those materials solely to deliver the services.
Confidentiality
Each party agrees to protect the other's confidential information with the same care it uses for its own (and no less than reasonable care), to use it only to perform under the agreement, and to disclose it only to personnel and advisors who need to know and are bound by confidentiality.
Data protection
Where we process personal data on your behalf, our Data Processing Addendum applies and is incorporated by reference. Our handling of personal data we collect as a controller is described in our Privacy Policy.
Warranties and disclaimers
We warrant that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except for that warranty and any warranties expressly stated in a signed SOW, the website and services are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility of such damages.
Each party's total aggregate liability arising out of or related to the agreement will not exceed the fees paid or payable by you under the applicable SOW in the twelve months preceding the event giving rise to the claim. These limits do not apply to breaches of confidentiality, indemnification obligations, or willful misconduct.
Indemnification
You will defend, indemnify, and hold us harmless from any third-party claim arising out of your data, your instructions, your products, or your breach of these terms. We will defend, indemnify, and hold you harmless from any third-party claim that our deliverables, as delivered, infringe a valid third-party intellectual property right.
Term and termination
These terms apply for as long as you use the website or have an active SOW with us. Either party may terminate an SOW for material breach not cured within 30 days of written notice. Either party may terminate immediately on the insolvency of the other.
On termination, you will pay for services rendered and committed costs up to the effective termination date. Sections that by their nature survive (IP, confidentiality, liability, indemnification, governing law) will survive.
Governing law and disputes
These terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-laws principles. Any dispute will be submitted to the exclusive jurisdiction of the courts of Iloilo City, Philippines, unless your signed MSA specifies a different forum.
Changes to these terms
We may update these terms from time to time. We will post the updated version on this page and update the "Effective" date. Material changes to terms that govern an active engagement require written agreement; changes to website terms take effect on posting.
Contact
Questions about these terms can be sent to legal@truenextglobal.com or by mail to TrueNext Global, 3rd Floor, Festive Walk Mall, Megaworld Boulevard, Mandurriao, Iloilo City 5000, Philippines.