Terms of Service

Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between you and PT Genorah Teknologi Indonesia (“Genorah Labs,” “we,” “us,” or “our”) governing your access to and use of our website at genorah.id and the software development, consulting, and related services we provide (collectively, the “Services”).

Please read these Terms carefully. By accessing or using our website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use our website or Services.

These Terms are supplemented by our Privacy Policy and Cookie Policy, which are incorporated by reference.

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Definitions

• “Client,” “you,” “your”: The individual or entity accessing or using our Services
• “Services”: Software development, cloud consulting, digital transformation, and related professional services provided by Genorah Labs
• “Deliverables”: Code, documentation, designs, reports, and other materials produced by Genorah Labs as part of the Services
• “Project”: A specific engagement defined in a Statement of Work (SOW) or similar agreement
• “Intellectual Property” or “IP”: Patents, copyrights, trademarks, trade secrets, and other proprietary rights
• “Confidential Information”: Non-public information disclosed by either party during the engagement

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Use of Our Website

Permitted Use

You may use our website to:

• Learn about our Services and company
• Submit inquiries and contact requests
• Access publicly available resources (blog posts, case studies, documentation)
• Apply for job openings

Prohibited Conduct

You agree not to:

• Use our website for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorized access to any portion of our website, servers, or systems
• Use any automated means (bots, scrapers, crawlers) to access or extract data without our express written consent
• Introduce viruses, worms, trojans, or other malicious code
• Interfere with or disrupt the integrity or performance of our website
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest personal data of other users without consent

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Services and Engagements

Service Agreements

The specific terms of each client engagement are documented in a Statement of Work (SOW), Master Service Agreement (MSA), or similar contractual document signed by both parties. These Terms apply to all engagements unless explicitly overridden by the SOW or MSA.

Scope Changes

Any changes to the agreed scope, timeline, or deliverables must be documented in a written change request approved by both parties. Additional fees may apply for out-of-scope work.

Client Responsibilities

You agree to:

• Provide timely access to necessary personnel, systems, and information
• Respond to requests for feedback, approvals, and decisions within agreed timeframes
• Designate a single point of contact with decision-making authority
• Ensure that all materials provided to us do not infringe third-party rights

Our Commitments

We agree to:

• Perform Services with reasonable care and skill, consistent with industry standards
• Assign qualified personnel to your Project
• Maintain confidentiality of your proprietary information
• Deliver agreed-upon Deliverables according to the project schedule

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Intellectual Property

Pre-Existing IP

Genorah Labs retains all rights to its pre-existing IP, including frameworks, libraries, methodologies, templates, and tools developed prior to or independently of your Project (“Background IP”). We grant you a perpetual, non-exclusive, royalty-free license to use Background IP solely as incorporated into the Deliverables.

Project IP and Ownership

Unless otherwise agreed in writing:

• Custom software and code: Upon full payment, ownership of custom software and code specifically developed for your Project transfers to you
• Designs and documentation: Upon full payment, ownership of custom designs, specifications, and documentation transfers to you
• Third-party components: Open-source libraries and third-party components used in Deliverables remain subject to their respective licenses

License to Use for Portfolio

You grant Genorah Labs a limited license to use your name, logo, and a general description of the Project for marketing and portfolio purposes, unless you explicitly opt out in writing.

Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

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Payment Terms

Fees and Invoicing

• Fees are as specified in the SOW or MSA
• Unless otherwise stated, invoices are issued monthly or per agreed milestone
• All fees are exclusive of applicable taxes (VAT, PPN, etc.)
• Payment is due within 14 days of invoice date unless otherwise agreed

Late Payment

• Late payments may incur interest at 1.5% per month (or the maximum permitted by law, if lower)
• We may suspend Services for accounts overdue by more than 30 days after providing 7 days’ written notice
• We reserve the right to charge collection costs for seriously overdue accounts

Refunds

Refund policies, if any, are specified in the individual SOW. Generally, fees for work already performed are non-refundable.

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Confidentiality

Each party agrees to:

• Hold the other party’s Confidential Information in strict confidence
• Use Confidential Information solely for the purpose of the engagement
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information (but no less than reasonable care)

Confidentiality obligations survive termination of the engagement for a period of 5 years (or indefinitely for trade secrets).

Exceptions apply for information that: (a) is or becomes publicly available through no breach; (b) was already known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

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Limitation of Liability

Limitation Amount

To the maximum extent permitted by applicable law, Genorah Labs’ total liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by you to Genorah Labs in the 12 months preceding the event giving rise to liability.

Excluded Damages

In no event shall Genorah Labs be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, lost revenue, lost savings, or lost business opportunities
• Loss of data, goodwill, or reputation
• Costs of substitute services
• Any damages arising from your failure to back up data

Exceptions

The limitations above do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded under applicable law

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Indemnification

You agree to indemnify, defend, and hold harmless Genorah Labs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms
• Your misuse of our website or Services
• Your violation of any third-party rights (including IP rights)
• Any materials or data you provide that infringe third-party rights
• Your negligence or willful misconduct

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Term and Termination

Term

These Terms apply from the date you first access our website or Services and continue until terminated.

Project Termination

Either party may terminate a Project engagement:

• For convenience: With 30 days’ written notice (or as specified in the SOW)
• For cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure within 14 days of written notice
• For insolvency: Immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations

Effects of Termination

Upon termination:

• You remain liable for all fees for work performed and expenses incurred prior to termination
• We will deliver all completed Deliverables and work-in-progress upon payment of outstanding fees
• All licenses granted by either party terminate, except for perpetual licenses explicitly stated as surviving
• Confidentiality, IP, liability, and indemnification provisions survive termination

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Governing Law and Dispute Resolution

Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of law provisions.

Dispute Resolution

1. Negotiation: The parties agree to first attempt to resolve any dispute through good-faith negotiation for at least 30 days
2. Mediation: If negotiation fails, either party may request mediation through the Indonesian Mediation Center (Pusat Mediasi Indonesia) or another mutually agreed mediator
3. Arbitration/Litigation: If mediation fails, disputes shall be resolved by binding arbitration under the Indonesian National Board of Arbitration (BANI) rules, or through litigation in the District Court of Central Jakarta (Pengadilan Negeri Jakarta Pusat), at the claimant’s election

The prevailing party in any dispute shall be entitled to recover reasonable legal fees and costs.

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Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, pandemics, or failures of telecommunications or internet service providers.

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Assignment

You may not assign or transfer these Terms without our prior written consent. Genorah Labs may assign these Terms without restriction. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

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Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

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Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right shall operate as a waiver thereof.

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Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any signed SOW or MSA, constitute the entire agreement between you and Genorah Labs regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

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Changes to These Terms

We may revise these Terms from time to time. The most current version will always be posted on our website with the “Last updated” date. Material changes will be notified via email or a prominent notice on our website. Your continued use of our website or Services after the effective date of revised Terms constitutes acceptance.

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Contact Information

If you have any questions about these Terms, please contact us:

PT Genorah Teknologi Indonesia
Jl. KH. Wahid Hasyim No. 14
Jakarta Pusat 10350, Indonesia
Email: hello@genorah.id
Hours: Monday–Friday, 09:00–18:00 WIB (UTC+7)