Our Terms of Service
Last Updated: July 2025
Welcome to Omnibus eCommerce Solutions Philippines (OESph). These Terms of Service (“Terms”) govern your use of our website, systems, and services. By registering as a client or a virtual assistant (“VA”), or by using any part of the OESph Talent & Training ecosystem, you agree to be bound by these Terms. If you do not agree, please do not use our services.
This agreement applies only to OESph’s Talent & Training ecosystem, including the Role Library, applications, matching, training, salary standards, and payments. Our Privacy Policy (linked separately) explains how we handle personal information.
Introduction
These Terms of Service (“Terms”) form a legally binding agreement between you and Omnibus eCommerce Solutions Philippines (“OESph,” “we,” “our,” or “us”). By accessing, registering for, or using any part of the OESph Talent & Training ecosystem, you agree to be bound by these Terms. If you do not agree, you must not use OESph’s services.
These Terms apply exclusively to OESph’s Talent & Training ecosystem, including the Role Library, application and matching process, salary standards, training programs, and payment systems. Other OESph services may be covered by separate agreements.
You may also be subject to additional agreements, such as Engagement Contracts, that supplement or override specific sections of these Terms. Where no additional contract exists, these Terms govern in full.
Our separate Privacy Policy explains how we collect, use, and protect your personal information. It is incorporated by reference into these Terms.
Eligibility
2.1 Age Requirement
You must be at least eighteen (18) years old to register or participate as a Client or VA. By using OESph, you represent and warrant that you meet this requirement.
2.2 Legal Capacity
You must have the legal capacity to enter into binding contracts under the laws of your jurisdiction. If you register or act on behalf of a company, organization, or other entity, you represent that you are authorized to bind that entity to these Terms.
2.3 Accuracy of Information
You must provide complete, truthful, and up-to-date information when registering, applying, training, or engaging through OESph. OESph reserves the right to verify your identity, background, and credentials at any time.
2.4 Disqualification
OESph may refuse, suspend, or terminate your access to its services if you fail to meet these eligibility requirements or if any information provided is false, misleading, or incomplete
Nature of OESph
3.1 Not a Marketplace or Staffing Agency
OESph is not a gig marketplace and is not a staffing agency.
3.2 Independent Contractors
All VAs engaged through OESph are independent contractors. VAs are not employees, agents, or representatives of OESph or the Client. Clients are not employers under labor law and are responsible for managing their working relationships with VAs in accordance with applicable laws.
3.3 OESph as Mediator and Ecosystem Provider
OESph provides a structured ecosystem that standardizes roles, enforces salary standards, verifies skills, and curates matches. OESph functions as a mediator, facilitator, and enforcer of system rules but does not employ VAs or guarantee outcomes outside defined safeguards.
3.4 Freedom with Accountability
Clients and VAs may create their own working arrangements, contracts, and scopes of work provided these are fair, lawful, and consistent with OESph rules and salary standards. OESph may review such agreements to confirm compliance.
Role Library & Matching
4.1 Role Library
The Role Library is a catalog of standardized eCommerce VA roles. Each role is defined by platform, business model, department, and tier, and includes responsibilities, expected outcomes, and salary brackets.
4.2 Role Personalization
Clients may request adjustments to a role. Only OESph determines whether such adjustments increase or decrease the applicable salary bracket.
4.3 Multi-Role Engagements
If a Client requires a VA to perform multiple roles or functions, OESph may adjust the salary bracket to reflect the expanded scope.
4.4 VA Applications
VAs may apply for any role. Repeated or reckless applications to unsuitable roles may result in damage to the VA’s reputation within the system and may reduce eligibility for future opportunities.
4.5 Verification and Screening
OESph verifies the identity, credentials, and background of VAs before recommending them to Clients. Clarification or proof may be required before interviews. Only qualified and suitable matches are recommended.
Payments & Fees
5.1 OES Salary Standard
All payments must comply with the OES Salary Standard, which sets non-negotiable salary brackets based on role and experience level. Clients may not pay below the bracket, and VAs may not demand pay outside the bracket.
5.2 Project Fee
Clients must pay a project fee when requesting a VA. This fee covers OESph’s verification, vetting, background checks, and matching process. The project fee is generally equal to one month of the VA’s salary but may be adjusted based on the complexity of the request. The project fee does not include training or certification, which are optional add-on services.
5.3 Payment Schedule for Project Fee
The project fee is collected in two stages: fifty percent (50%) upon project approval and fifty percent (50%) upon VA onboarding.
5.4 Training and Certification (Optional Add-Ons)
Clients may request one-on-one, strategist-led training tailored to their business process at a rate of eighteen US dollars (USD $18) per hour. Clients may also request certification of their VA, which consists of a live-proctored knowledge test and a live-proctored simulation facilitated by OESph’s Certification Team, at a one-time fee of one hundred US dollars (USD $100). Training and certification are optional.
5.5 Ongoing Service Fee
In addition to the project fee, OESph charges a fifteen percent (15%) service fee on all ongoing payments between Clients and VAs. This fee begins after onboarding and continues for as long as the Client–VA engagement is active. The service fee is deducted automatically from each transaction.
5.6 Payment Method
All monetary transactions between Clients and VAs must be processed through OESph’s designated account. Payments made outside OESph are prohibited and constitute a violation of these Terms.
5.7 VA Payouts
Payouts to VAs are released once the Client confirms delivery of work. If no confirmation is received within seven (7) days, OESph will automatically release the payout to the VA.
5.8 Refunds
All fees are final. If a Client cancels or exits a project mid-way, fees already paid are forfeited. Refunds are not provided except where required by law.
Engagement Contracts
6.1 Separate Engagement Contracts
At the stage of project approval, Clients may be issued a separate Engagement Contract that contains additional or stricter terms, responsibilities, or special agreements.
6.2 Precedence
Where an Engagement Contract exists, it supplements or overrides these Terms in case of conflict. If no Engagement Contract is issued, these Terms govern the Client–VA relationship in full.
6.3 Freedom of Contract
Clients and VAs are free to structure their own contracts, agreements, or scopes of work provided such agreements are fair, lawful, and consistent with OESph rules and the OES Salary Standard.
6.4 Disclosure Requirement
All contracts, agreements, and scopes of work between Clients and VAs must be disclosed to OESph or made available upon request. Failure to disclose such agreements may result in suspension or termination.
Training & Certification
7.1 Role-Specific Guided Training (Pre-Matching) OESph offers role-specific guided training to VAs prior to matching. The package fee is one hundred US dollars (USD $100) and includes five (5) sessions, each with two (2) hours of instruction (ten [10] total instructional hours). Training may be delivered in a group/cohort format. A designated OESph trainer will communicate the schedule, scope, and terms. The package must be completed within thirty (30) calendar days from enrollment.
7.2 Certification Included The role-specific guided training package includes certification. Certification consists of a live-proctored knowledge test and a live-proctored simulation facilitated by the OESph Certification Team. Successful completion is required to be certified for the role.
7.3 Self-Training OESph may make self-training resources available at no charge. Self-training does not include live instruction and does not by itself confer certification.
7.4 Client-Specific Onboarding Training (Post-Matching) At the Client’s request, OESph may provide one-on-one, strategist-led training tailored to the Client’s business processes, billed at eighteen US dollars (USD $18) per hour. This training is distinct from the role-specific guided training in Section 7.1 and is optional. (See Section 5 for fees and payment terms.)
7.5 Attendance, Rescheduling, and Completion VAs are responsible for attending scheduled sessions and completing all requirements within the thirty (30) day window. OESph may set reasonable rules on attendance, rescheduling limits, and make-up sessions. Missed sessions, late arrivals, or failure to complete within the time window may result in forfeiture without refund unless otherwise required by law.
7.6 Academic Integrity and Conduct Cheating, impersonation, plagiarism, use of unauthorized materials, or other misconduct during training or certification is prohibited and may result in failure, denial or revocation of certification, suspension, or blacklisting.
7.7 Ownership and Recordings All training content, materials, and any session recordings are the intellectual property of OESph. VAs may not copy, distribute, or publish training content or recordings without written consent. OESph may, at its discretion and subject to applicable law, record sessions for quality assurance and certification integrity.
7.8 No Guarantee of Employment Completion of training and/or certification does not guarantee matching, placement, or employment.
Confidentiality, Data & Intellectual Property
8.1 Confidentiality of Client Information
VAs must keep all Client information, data, and materials strictly confidential. Confidential information may not be disclosed, shared, or used for any purpose other than the performance of agreed work. This obligation continues even after the Client–VA engagement ends.
8.2 Confidentiality of OESph Information
Clients and VAs must not disclose or misuse any OESph materials, systems, processes, or proprietary information.
8.3 Client Ownership of Deliverables
All deliverables, work products, and outputs created by a VA for a Client belong exclusively to the Client once full payment has been made, unless otherwise agreed in writing between the Client and the VA.
8.4 OESph Ownership of Training Materials
All training content, certification materials, and related intellectual property belong solely to OESph. Clients and VAs may not copy, reproduce, or distribute any OESph materials without prior written consent.
8.5 Prohibition on Fake or AI-Generated Portfolios
VAs must not submit or present fake, falsified, or AI-generated portfolios, resumes, or work samples. Submission of such materials is grounds for suspension, termination, or permanent blacklisting.
8.6 Data Protection
All personal data provided to OESph will be handled in accordance with the OESph Privacy Policy. Clients and VAs are required to comply with all applicable data protection laws in their handling of personal and Client information.
Suspension & Termination
9.1 Grounds for Suspension or Termination
OESph may suspend or terminate the account of any Client or VA without prior notice if they engage in misconduct, misrepresentation, underpayment attempts, exploitation, harassment, breach of these Terms, or any activity deemed harmful to the integrity of the ecosystem.
9.2 Immediate Effect
Suspension or termination takes immediate effect once imposed. OESph is not obligated to provide prior warning or grace periods.
9.3 Appeals
A suspended or terminated Client or VA may submit an appeal within thirty (30) calendar days of the suspension or termination. Appeals will be reviewed solely by OESph leadership. Decisions of OESph leadership on appeals are final.
9.4 Consequences of Termination
Upon termination, access to OESph systems and services is revoked. Outstanding fees remain payable, and any pending payouts may be withheld if OESph determines that misconduct or breach caused the termination.
9.5 Case-by-Case Settlements
Where a Client is terminated for misconduct, any settlement of in-progress VA work or pending obligations will be handled by OESph on a case-by-case basis.
Anti-Poaching & Non-Circumvention
10.1 No Circumvention During Active Engagement
Clients may not hire, contract, or otherwise engage a VA outside OESph while the engagement with that specific VA is active. VAs may not accept direct engagements or payments from that specific Client outside OESph while the engagement is active. All agreements and payments must remain within OESph during the period of active engagement.
10.2 Right to Direct Hire After Twelve Months (Per-Engagement Rule)
If a Client and a specific VA complete at least twelve (12) consecutive months of engagement through OESph, the Client may engage that VA directly outside OESph, and the VA may accept such engagement, provided that the VA gives written consent to the transition. This rule applies individually to each Client–VA pairing and does not affect any other engagements.
10.3 Prohibition if Less Than Twelve Months (Per-Engagement Rule)
If a Client and a specific VA do not complete twelve (12) consecutive months of engagement through OESph, the Client is prohibited from engaging that VA outside OESph—and the VA is prohibited from accepting such engagement—for a period of one (1) year from the end date of that engagement. This prohibition applies individually to each Client–VA pairing and does not affect other engagements.
10.4 Early Buyout Option (Per-Engagement Rule)
If a Client wishes to engage a specific VA directly outside OESph before completing twelve (12) consecutive months, and the VA consents in writing, the Client may do so by paying OESph a buyout fee equivalent to one (1) month of that VA’s salary. Upon receipt of the buyout fee, OESph releases both parties from this Section 10 for that pairing only. Any further engagement between that Client and that VA then occurs entirely outside OESph, and OESph bears no responsibility or obligation for the relationship, outcomes, or disputes that may arise.
10.5 No Penalty for Compliance; Return Permitted
Clients and VAs who transition outside OESph under Section 10.2 or 10.4 are in full compliance with these Terms. They may return to OESph at any time for future engagements, subject to standard Terms and processes.
Reputation & Accountability (VAs)
11.1 Reputation Score
Each VA’s reputation within OESph is tracked and maintained by OESph. The reputation score reflects application behavior, verification outcomes, training participation, client feedback, and overall compliance with OESph rules.
11.2 Reckless Applications
VAs who apply for roles for which they are unqualified, or who repeatedly submit reckless applications, may receive negative marks on their reputation score. Accumulated reckless applications may reduce the VA’s eligibility for future opportunities or result in suspension.
11.3 Misrepresentation
Providing false, misleading, or incomplete information, including the use of fake or AI-generated portfolios, constitutes misrepresentation. Misrepresentation may result in immediate suspension, termination, or blacklisting.
11.4 Training and Certification Conduct
VAs must comply with OESph’s training and certification standards. Cheating, impersonation, or other misconduct during training or certification will negatively impact reputation and may result in denial or revocation of certification, suspension, or blacklisting.
11.5 Client Feedback
Client evaluations may be considered in maintaining the VA’s reputation score. OESph reserves the right to review and moderate client feedback to ensure fairness and accuracy.
11.6 Consequences of Low Reputation
A low reputation score may limit a VA’s visibility in the system, reduce matching opportunities, or lead to suspension or termination.
11.7 Appeals
VAs may appeal decisions affecting their reputation, suspension, or termination within thirty (30) days. Appeals are reviewed solely by OESph leadership, and decisions are final.
Client Waiver on Training Risk
12.1 Optionality and Disclosure
Training and certification are not required but are highly recommended to establish a VA’s role-specific skills prior to engagement. OESph will disclose to the Client whether a recommended VA has completed OESph training and/or certification. Some VAs may be recommended without OESph training or certification if they are found capable through matching, vetting, verification, and curation.
12.2 Client Choice
Upon disclosure, the Client may: (a) request an already-certified VA for the target role; (b) require the recommended VA to complete training/certification prior to onboarding; or (c) proceed with onboarding a non-certified VA and conduct training post-onboarding or internally.
12.3 Funding of Training and Fees
If the Client elects to fund training prior to onboarding, the following apply: (a) Standard role-specific guided training with certification is charged at one hundred US dollars (USD $100) for five (5) sessions of two (2) hours each (ten [10] total hours), certification included, to be completed within thirty (30) days; or (b) Client-specific onboarding training tied to the Client’s processes is billed at eighteen US dollars (USD $18) per hour, and certification (if requested) is an additional one hundred US dollars (USD $100). Fees in this Section are in addition to the project fee and the ongoing service fee in Section 5.
12.4 Proceeding with a Non-Certified VA (Waiver)
If the Client proceeds with engagement after disclosure that the VA is not certified for the role and does not require OESph training/certification prior to onboarding, the Client must sign a waiver acknowledging that (a) a replacement may not be guaranteed; and (b) the Client assumes full responsibility for training outcomes, including time, cost, and quality of performance, where the Client elects to train the VA internally.
12.5 No Guarantee
Completion of training and/or certification does not guarantee performance, matching, or employment outcomes.
12.6 Non-Refundable
Amounts paid for training and certification are non-refundable except where required by applicable law.
12.7 Documentation
Client instructions regarding training timing, scope, and funding (including any waiver under Section 12.4) must be documented in writing and may be incorporated into the Engagement Contract or other written confirmation retained by OESph.
Client Conduct
13.1 Professionalism and Respect
Clients must treat VAs with professionalism and respect at all times. Harassment, discrimination, abusive language, coercion, threats, or any form of unlawful or unethical conduct is prohibited.
13.2 No Unpaid Work
Clients may not request or require unpaid trials, test tasks, “samples,” or speculative work. Any trial or probationary period must be compensated and processed through OESph in accordance with these Terms.
13.3 Clear Scope and Honest Representation
Clients must provide accurate role descriptions, scopes, timelines, and budgets. Material changes to scope must be communicated to OESph and may result in salary bracket adjustments under Section 4. Misrepresentation of scope, timelines, or budgets is prohibited.
13.4 Timely Feedback and Confirmations
Clients must provide timely feedback on deliverables and respond to payout confirmations within the applicable periods, including the seven (7) day confirmation window in Section 5.7. Clients must not unreasonably withhold, delay, or refuse confirmations where work has been delivered as agreed.
13.5 Payment Obligations
Clients must route all payments through OESph, pay all applicable fees, and avoid chargebacks or payment reversals except as required by law. Attempts to pay outside OESph or to evade fees violate these Terms.
13.6 Lawful Use and Instructions
Clients must not instruct or permit VAs to perform unlawful activities or actions that would violate third-party terms, intellectual property rights, privacy rights, or data protection laws. Clients remain responsible for the lawfulness of their instructions.
13.7 Fair Opportunity and Non-Retaliation
Clients must not retaliate against VAs for raising reasonable concerns about scope, pay, timelines, legal compliance, or security. Concerns raised in good faith must be addressed professionally.
13.8 Remedies for Breach
Violations of this Section may result in suspension or termination under Section 9, limits on access to OESph services, removal from active matching, and any other remedies available to OESph at law or in equity.
Virtual Assistant Conduct
14.1 Professionalism and Respect
VAs must act professionally and respectfully at all times. Harassment, discrimination, abusive language, coercion, threats, or any unlawful or unethical conduct is prohibited.
14.2 Unpaid Trials and Samples
Clients must not request, require, or condition selection on unpaid trials, test tasks, “samples,” or speculative work. A VA may, at their sole discretion, voluntarily provide a limited unpaid sample as a courtesy. Any such sample must be brief, non-production, avoid access to sensitive systems or data, and must not create an expectation of continued unpaid work. Repeated or substantial unpaid work is prohibited and may be treated as a circumvention of OES payments and salary standards.
14.3 Scope Adherence, Going Above and Beyond, and Transparency.
VAs must perform the scope agreed with the Client and OESph. A VA may choose to go above and beyond on a limited, one-off basis at their discretion; however, regularly performing work beyond the agreed scope is discouraged and should be avoided without prior alignment. Any material change or sustained expansion in duties must be raised with OESph for review and, where applicable, salary bracket adjustment under the Role Library rules.
14.4 Confidentiality and Data Protection
VAs must protect Client and OESph confidential information and personal data and use it only to perform agreed work. Compliance with the Confidentiality, Data & Intellectual Property section and applicable data protection laws is required.
14.5 Lawful and Ethical Work; Right to Decline
VAs must not engage in unlawful, unsafe, or non-compliant activities. VAs may decline instructions that would violate law, third-party terms, intellectual property, privacy, or these Terms, and must promptly notify OESph of such requests.
14.6 Communication and Availability
VAs must communicate promptly, meet agreed schedules, notify Clients and OESph of delays or blockers, and maintain reliable availability consistent with the engagement terms.
14.7 Quality, Timeliness, and Accuracy
VAs must deliver work that meets role standards and agreed timelines. Any time tracking, status reports, or deliverable logs requested by the Client or OESph must be complete and accurate.
14.8 Tools, Access, and Security
VAs must safeguard Client credentials and systems, follow least-privilege practices, avoid sharing access, use secure devices and connections, and report suspected breaches immediately to the Client and OESph. Clients remain responsible for their own accounts; VAs must comply with platform policies (e.g., Amazon, Shopify, Walmart).
14.9 Intellectual Property and Originality; Use of AI
VAs must provide original work and respect third-party IP. Fake, falsified, or AI-generated portfolios or misrepresentations are prohibited. Use of AI tools must follow Client instructions and these Terms; unauthorized or deceptive AI use is not allowed.
14.10 No Side Deals or Off-Platform Payments
VAs must not solicit or accept payments or engagements outside OESph while an engagement is active, and must comply with the Payments & Fees and Anti-Poaching & Non-Circumvention rules.
14.11 Conflicts of Interest
VAs must disclose actual or potential conflicts of interest (including competing assignments involving sensitive or overlapping data) and must not proceed without Client and OESph acknowledgment.
14.12 Training and Certification Conduct
VAs must comply with training and certification rules, including attendance, timelines, academic integrity, and proctoring requirements. Misconduct may result in denial or revocation of certification, reputation impacts, suspension, or blacklisting.
14.13 Subcontracting
VAs may not subcontract, delegate, or assign work to third parties without prior written consent from both the Client and OESph.
14.14 Records and Reporting
Upon reasonable request, VAs must provide accurate work records, timesheets, progress reports, or artifact histories to the Client and/or OESph.
14.15 Remedies for Breach
Violations of this section may result in reputation impacts, withholding of payouts pending investigation, suspension or termination, blacklisting, and any other remedies available to OESph under these Terms or at law.
Reviews & Feedback
15.1 Accuracy and Good Faith
Reviews and feedback submitted by Clients or VAs must be truthful, accurate, and provided in good faith based on actual interactions or work performed.
15.2 Prohibited Content
Reviews must not contain defamatory statements, unlawful content, hate speech, harassment, threats, obscenity, malware or links to harmful code, confidential or proprietary information, third-party personal data without consent, or content that infringes intellectual property rights.
15.3 No Coercion or Undue Influence
Parties must not demand, threaten, coerce, or condition payment, approvals, confirmations, or opportunities on leaving a positive review or removing a negative one. Paid, incentivized, or fabricated reviews are prohibited.
15.4 Moderation Rights
OESph may review, moderate, edit for clarity (without altering meaning), refuse, or remove reviews at any time to enforce these Terms, address legal risk, or correct manifest errors.
15.5 Right to Respond and Dispute Procedure
The party referenced in a review may submit a response or request investigation. OESph may temporarily restrict the visibility of a disputed review while investigating and may request supporting evidence from both parties.
15.6 No Retaliation
Clients and VAs must not retaliate against a party for leaving an honest, good-faith review or for requesting correction of inaccurate feedback.
15.7 Use of Feedback
By submitting a review, the author grants OESph a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display the review within OESph services. OESph may use aggregated or anonymized feedback for service improvement. Public or marketing use requires the author’s prior written consent.
15.8 Recordkeeping
OESph may retain reviews and related correspondence for compliance, quality assurance, and dispute resolution.
15.9 Rating Manipulation
Creating multiple accounts, coordinating review campaigns, or otherwise manipulating ratings is prohibited and may result in suspension or termination.
Brand & Platform Use
16.1 OESph Marks and Materials
“OESph,” the OESph logo, word marks, service marks, training content, certification materials, and all other brand assets and proprietary materials (collectively, the “OESph Marks and Materials”) are owned exclusively by OESph. No license or right is granted except as expressly permitted in these Terms or by prior written consent.
16.2 Permitted Use
Clients and VAs may reference OESph solely to identify OESph as the ecosystem facilitating their engagement, provided such reference is accurate, non-misleading, and purely descriptive. Any other use—including in advertising, proposals, portfolios, websites, social media, packaging, or training—requires prior written permission and must follow OESph brand guidelines if provided.
16.3 Prohibited Uses
You must not (a) use, reproduce, adapt, modify, translate, redistribute, or create derivative works of the OESph Marks and Materials without written consent; (b) imply OESph sponsorship, affiliation, partnership, certification, or endorsement where none exists; (c) remove, obscure, or alter proprietary notices; (d) register or use confusingly similar company names, product names, social handles, domains, subdomains, or app names; (e) white-label, resell, sublicense, or otherwise commercialize OESph Marks and Materials; or (f) use OESph Marks in any unlawful, defamatory, deceptive, or disparaging manner.
16.4 Platform Access and Acceptable Use
You must not (a) access or use OESph systems by automated means (scrapers, crawlers, bots) without written consent; (b) probe, scan, or test the vulnerability of systems; (c) bypass, disable, or circumvent security or access controls; (d) interfere with or disrupt the operation of services (including by imposing an unreasonable load); (e) frame, mirror, or deep-link to pages in a manner that misrepresents source or ownership; (f) upload malware or harmful code; or (g) attempt to reverse engineer, decompile, or otherwise derive source code from OESph systems, except to the extent such restriction is prohibited by applicable law.
16.5 Content and Attribution
When OESph-provided content (e.g., training outlines or role descriptions) is used internally by Clients for legitimate engagement purposes, all proprietary notices must be retained and visible. Public reproduction or publication (including in marketing materials, blogs, or documentation) requires prior written permission and proper attribution as specified by OESph.
16.6 Third-Party Credentials and Data
If OESph systems facilitate connections to third-party tools, you may only connect accounts you are authorized to use, and you remain responsible for complying with those third-party terms. You must not share credentials unlawfully, exceed authorized access, or misuse data obtained via OESph systems.
16.7 No Endorsement
Use of OESph’s services does not constitute an endorsement of any Client, VA, product, or service. You must not state or imply otherwise without prior written consent.
16.8 Notice of Infringement
If you believe your intellectual property has been used on or through OESph in a way that constitutes infringement, promptly notify OESph with sufficient detail to identify the material and your rights. OESph may remove or disable access to allegedly infringing material and may terminate repeat infringers.
16.9 Injunctive Relief
Unauthorized use of the OESph Marks and Materials or breach of this Section may cause irreparable harm for which monetary damages are inadequate. OESph may seek injunctive or equitable relief without posting a bond, in addition to any other remedies available at law or in equity.
16.10 Termination for Breach
Violation of this Section may result in immediate suspension or termination under Section 9 and may expose you to liability for damages, fees, and costs (including reasonable attorneys’ fees).
Fraud & Misrepresentation
17.1 Prohibition Clients and VAs must not engage in fraud, deception, or misrepresentation of any kind in connection with OESph, including during registration, matching, training, certification, engagement, or payment.
17.2 Identity and Credentials Providing false or stolen identities, fabricated employment histories, falsified references, altered documents, or misrepresenting qualifications, certifications, or work authorization is prohibited. VAs must not claim OESph training or certification that is expired, revoked, or not earned.
17.3 Portfolios and Work Samples Submitting fake, plagiarized, or deceptively AI-generated portfolios, case studies, screenshots, metrics, or samples is prohibited. Any AI-assisted work must be disclosed where requested and must comply with Client instructions and these Terms.
17.4 Scope, Budget, and Intent Clients must not misstate scope, timelines, budgets, or hiring intent; must not solicit extensive “trial” work under the guise of samples; and must not engage a VA without the bona fide ability and intent to pay through OESph in accordance with Section 5.
17.5 Platform and Policy Evasion Attempting to bypass OESph processes, salary standards, or payment flows; creating duplicate or alias accounts to avoid suspensions; or coordinating off-platform engagements in violation of Section 10 is prohibited.
17.6 Data and Access Abuse Obtaining access to Client or OESph systems by false pretenses; misusing granted access; exfiltrating data; or tampering with logs, timesheets, or performance records is prohibited.
17.7 Verification, Audits, and Cooperation OESph may request documents, logs, clarifications, interviews, or technical attestations to verify claims. Clients and VAs must cooperate in good faith with reasonable verification and audit requests. Failure to cooperate may be treated as a breach.
17.8 Remedies OESph may take one or more of the following actions for suspected or confirmed fraud or misrepresentation: suspend or terminate accounts; blacklist users; remove or annotate misleading materials; withhold payouts pending investigation; forfeit fees; assess administrative charges; require corrective actions; restrict future matching; or pursue damages, equitable relief, and referral to regulators or law enforcement.
17.9 Notice and Correction Upon discovery of an error or inaccuracy, the responsible party must promptly notify OESph and the counterparties and cooperate to correct the record. Voluntary correction does not preclude remedies under Section 17.8.
17.10 Reinstatement OESph may, at its sole discretion, consider reinstatement after a suspension for misrepresentation or fraud based on remedial steps taken, elapsed time, and risk assessment. Conditions may include additional verification, probationary monitoring, and limitations on role eligibility.
Third-Party Tools & Services
18.1 Use of Third-Party Platforms
OESph services may rely on or interoperate with third-party platforms and providers (including, without limitation, workflow automation, cloud storage, communications, forms, scheduling, and payment processors). Your use of such platforms is subject to their separate terms and policies.
18.2 No Guarantee of Availability
Third-party platforms may experience outages, delays, data loss, or feature changes. OESph does not control and is not liable for third-party availability, performance, accuracy, or security.
18.3 Compliance with Third-Party Terms
Clients and VAs must comply with the applicable terms, policies, and acceptable use rules of third-party platforms they access or connect through OESph. Violations may result in suspension or termination under these Terms.
18.4 Credentials and Access
Where access to a third-party account is required, the granting party must provide only the minimum necessary privileges. Credentials must be safeguarded and may not be shared beyond authorized personnel. Either party must promptly revoke access upon termination of the engagement or when no longer needed.
18.5 Data Sharing and Processing
Certain User data may be transmitted to or processed by third-party platforms to deliver the services. Data handling is governed by the OESph Privacy Policy and the relevant third-party policies. By using the services, you authorize such transfers and processing to the extent necessary to perform the engagement.
18.6 Integration Changes
OESph may add, modify, replace, or discontinue third-party integrations at any time. Where feasible, OESph will provide reasonable notice of material changes; however, advance notice may not be possible for vendor-driven changes.
18.7 Security and Incident Response
Users must implement reasonable security measures (including device security, network hygiene, and access controls) when using third-party tools in connection with OESph engagements. Suspected compromise or misuse of third-party access must be reported promptly to the counterparties and to OESph.
18.8 Third-Party Fees and Charges
Fees charged by third-party platforms (including subscription fees, usage-based charges, transaction fees, taxes, or penalties) are not OESph fees and are the responsibility of the account holder, unless otherwise agreed in writing.
18.9 Support Boundaries
OESph may provide reasonable assistance related to integrations but is not obligated to provide vendor-level support or remediation for third-party services. Users must contact the third-party provider for platform-specific issues beyond OESph’s control.
18.10 Indemnity for Misuse
Clients and VAs are responsible for their actions on third-party platforms and agree to indemnify OESph against claims arising from their misuse, unlawful conduct, or violations of third-party terms in connection with OESph engagements.
Record-Keeping & Transparency
19.1 OESph Records
OESph may collect and maintain records related to applications, screenings, interviews, training and certification activity, engagement terms, scopes of work, approvals, time and deliverable confirmations, communications, payouts and payment confirmations, feedback and reviews, and enforcement actions, subject to the Privacy Policy and applicable law.
19.2 User Recordkeeping
Clients and VAs must keep accurate, complete, and contemporaneous records relevant to their engagements, including (as applicable) scopes of work, instructions, approvals, time logs, deliverable logs, invoices, receipts, and payment confirmations.
19.3 Access and Inspection
Upon reasonable request, Clients and VAs must promptly provide OESph with copies of contracts, agreements, scopes of work, confirmations, or other records necessary to verify compliance with these Terms, resolve disputes, or enforce salary standards, including items referenced in Sections 6 and 19.
19.4 No Tampering
Users must not falsify, backdate, alter, destroy, or conceal records relevant to an engagement. Errors discovered in records must be promptly corrected and disclosed to OESph and counterparties.
19.5 Electronic Records and Signatures
Users consent to the use of electronic records, click-through acceptance, and electronic signatures (including via email acknowledgments and e-sign platforms) for agreements, approvals, and confirmations. Electronic copies are deemed originals.
19.6 Retention and Deletion
OESph may retain records for periods it determines are reasonably necessary for service provision, compliance, accounting, and dispute resolution, and may delete or anonymize records thereafter, subject to legal retention requirements.
19.7 Permitted Uses
OESph may use records to operate and improve services; verify compliance; conduct audits and quality assurance; prevent fraud; calculate and collect fees; and handle complaints, claims, and disputes.
19.8 Disclosures
OESph may disclose records to the counterparties to an engagement, service providers bound by confidentiality, auditors, legal or regulatory authorities, or as necessary to establish, exercise, or defend legal claims, subject to the Privacy Policy and applicable law.
19.9 Cooperation
Failure to cooperate with reasonable record requests may result in withholding of payouts pending review, suspension or termination under Section 9, or other appropriate remedies.
19.10 Evidentiary Value
OESph-maintained logs, confirmations, and payment records constitute business records and may be relied upon by OESph in administering engagements and enforcing these Terms.
Transparency & Disclosure
20.1 Disclosure of Agreements and Scopes
Clients and VAs must disclose to OESph, or make available upon request, all contracts, side agreements, statements of work, scopes, amendments, and related confirmations (including email threads, proposals, or chat summaries that define scope, deliverables, or pay).
20.2 No Hidden Terms or Side Deals
Undisclosed terms or private arrangements that conflict with these Terms, the OES Salary Standard, or required payment routing are prohibited. Agreements must not include provisions that prevent disclosure to OESph for compliance or dispute resolution purposes.
20.3 Material Changes
Material changes to role scope, deliverables, timelines, or compensation must be communicated to OESph promptly and, where feasible, before implementation for review and any necessary salary bracket adjustment under Section 4.
20.4 Form of Disclosure
Disclosures may be provided as signed contracts, countersigned amendments, email or chat summaries that reflect mutual assent, or other written records sufficient for OESph to verify terms under Sections 5, 6, 10, and 19.
20.5 Confidentiality of Disclosures
OESph will treat disclosed materials as confidential and use them only for compliance, administration, and dispute resolution, subject to the Privacy Policy and applicable law. Where third-party confidentiality obligations apply, redacted copies may be provided so long as commercial and compensation terms remain verifiable.
20.6 Conflict and Precedence
If any disclosed agreement conflicts with these Terms, the Engagement Contract (if any) prevails over the ToS, and the ToS prevails over any Client–VA side agreement. Side agreements may not waive or undermine OESph’s payment routing, salary standards, or oversight rights.
20.7 Duty to Cooperate
Clients and VAs must cooperate in good faith with OESph requests for relevant records needed to verify compliance, enforce salary standards, or resolve disputes under Section 19.
20.8 Consequences of Non-Disclosure
Failure to disclose or make agreements available upon request may result in suspension or termination under Section 9, withholding of payouts pending review, removal from active matching, assessment of administrative remedies, or other actions permitted by these Terms and law.
Compliance with Laws
21.1 General Compliance
Clients and VAs must comply with all applicable laws, regulations, and industry rules in every jurisdiction in which they operate or receive services, including those governing labor, independent contracting, wages, working time, privacy and data protection, intellectual property, consumer protection, advertising, e-commerce, and online conduct.
21.2 Independent Contractor Status
VAs are independent contractors, not employees of OESph or the Client. Clients are responsible for engaging VAs in a manner consistent with independent-contractor laws and for avoiding conduct that would misclassify a VA as an employee under applicable law.
21.3 Taxes and Social Contributions
Each party is responsible for its own taxes, filings, social contributions, and compliance with tax laws. OESph does not withhold, remit, or file taxes on behalf of Clients or VAs unless required by law. Clients must not instruct VAs to evade taxes or violate reporting obligations.
21.4 Data Protection
Clients and VAs must process personal data lawfully, minimize access to what is necessary, safeguard data with appropriate technical and organizational measures, and promptly report suspected breaches to the counterparties and OESph. Data handling is further governed by the OESph Privacy Policy.
21.5 Intellectual Property and Content Laws
Clients and VAs must respect third-party intellectual-property rights, licensing terms, and platform policies. Unlicensed use, infringement, or distribution of protected content is prohibited.
21.6 Export Controls and Sanctions
Clients and VAs must not use OESph services in violation of export-control, embargo, or sanctions laws. Access to services may be restricted where required by applicable trade controls.
21.7 Anti-Corruption and Anti-Bribery
Clients and VAs must not offer, give, solicit, or accept bribes, kickbacks, or improper payments, and must comply with applicable anti-corruption and anti-bribery laws. Facilitation payments are prohibited.
21.8 Third-Party Terms
Where work involves third-party platforms or tools, Clients and VAs must comply with those platforms’ terms and acceptable-use policies. Breach of third-party terms that impacts OESph or the engagement is a breach of these Terms.
21.9 Government Requests and Cooperation
OESph may cooperate with lawful governmental or regulatory requests. Clients and VAs must cooperate, where lawful, with OESph in responding to such requests related to engagements on the platform.
21.10 Consequences of Non-Compliance
Violations of this Section may result in suspension or termination under Section 9, withholding of payouts, adjustments to engagement terms, recovery of damages, and other remedies available at law or in equity.
Account Access & Security
22.1 Client Account Responsibility
Clients remain solely responsible for their third-party accounts (e.g., Amazon, Shopify, Walmart, marketplaces, ad platforms, email, CRMs). Granting access to a VA does not transfer ownership or responsibility. Platform compliance, billing, policy standing, and configuration choices remain the Client’s responsibility.
22.2 Least-Privilege Access
Clients must grant only the minimum access necessary for the VA to perform the agreed scope. Admin access should be limited, time-bound, and justified by the scope. Shared “master” logins should be avoided in favor of role-based user accounts.
22.3 Credentials and MFA
Credentials must be unique, strong, and protected. Where available, multi-factor authentication (MFA) should be enabled and, if shared, provided through secure, revocable methods (e.g., SSO, password managers, access tokens). Credentials must not be transmitted via insecure channels or stored in plaintext.
22.4 Secure Devices and Networks
VAs must use trusted devices with updated OS/security patches, active antivirus/EDR, encrypted storage, and screen-lock. Work must be conducted over secure networks (e.g., trusted Wi-Fi/VPN). Use of public or insecure networks without a VPN is prohibited for sensitive tasks.
22.5 Data Handling on Personal Devices
Client data stored on VA devices must be limited to what is necessary, encrypted at rest, and deleted when no longer needed or upon request. Local copies of credentials, customer lists, financial reports, or exports must be minimized and secured.
22.6 Logging and Monitoring
Where supported by the third-party platform, Clients should maintain audit logs and access records for users (including VAs). Upon request, VAs must provide reasonable activity reports related to their work.
22.7 Incident Reporting
Suspected credential compromise, unauthorized access, data loss, malware infection, or policy violations must be reported promptly to the Client and OESph, and affected credentials must be rotated or revoked without delay.
22.8 Revocation and Offboarding
Clients must promptly revoke or adjust VA access when duties change or engagements end. VAs must cease access and delete Client data upon request or at engagement end, except where retention is legally required and disclosed.
22.9 Third-Party Terms and Fair Use
Clients and VAs must comply with the applicable terms and acceptable-use policies of third-party platforms. Automations, scraping, or bulk actions that violate platform rules are prohibited.
22.10 Prohibition on Unauthorized Sharing
Credentials may not be shared with or delegated to any third party without written consent from the Client and OESph. VAs may not subcontract access or tasks in violation of Section 14.13.
22.11 Security Assessments
OESph may request attestations of security practices (e.g., device encryption enabled, password manager use, MFA status) and reasonable screenshots or logs evidencing compliance. Failure to cooperate may result in suspension or termination under Section 9.
22.12 Platform Sanctions and Liability
OESph is not liable for account suspensions, penalties, data loss, platform enforcements, or fees arising from Client configurations, third-party platform actions, or VA actions conducted under Client-granted access. Remedies, if any, must be pursued with the platform provider or under the Client–VA agreement, subject to these Terms.
Waiver of Guarantee
23.1 No Outcome Guarantees OESph does not guarantee business growth, revenue improvement, cost savings, hiring timelines, engagement longevity, or any specific result.
23.2 Performance and Training OESph does not guarantee VA performance or training outcomes. Completion of training and/or certification indicates the VA met defined requirements but does not ensure future performance, fitness for a particular purpose, or error-free work. Results depend on the Client’s instructions, systems, and management, and on the VA’s execution.
23.3 Matching and Availability Recommendations and matches are provided based on information available at the time and do not constitute a warranty of suitability, continuity, or ongoing availability. OESph may modify, withdraw, or replace recommendations at its discretion.
23.4 Third-Party Dependencies OESph makes no guarantees regarding the availability, reliability, compliance, or performance of third-party platforms, tools, or services used in or connected to an engagement.
23.5 Exclusive Remedies Your remedies are limited to those expressly provided in these Terms, including the limitation of liability in Section 28 and the dispute resolution procedures in Section 26.
Non-Defamation & Public Conduct
24.1 Non-Defamation Clients and VAs must not make false statements of fact that harm, or are likely to harm, the reputation of OESph, Clients, or VAs. Opinions must be clearly identified as opinions and must not assert or imply false, verifiable facts.
24.2 Public Conduct Public communications (including social media, forums, reviews, blogs, videos, and listings) must not include harassment, threats, hate speech, doxxing, unlawful disclosures, or confidential or proprietary information of OESph or any party.
24.3 Private Resolution First Disputes must be raised through OESph’s internal processes, including mediation under Section 26, rather than through public campaigns or publications intended to pressure, shame, or coerce a party.
24.4 Carve-Outs Nothing in this Section restricts: (a) truthful, good-faith participation in OESph’s review system under Section 15; (b) lawful reports to regulators or law-enforcement; (c) statements made in legal filings or testimony pursuant to lawful process; or (d) other speech protected by applicable law. These activities must still respect confidentiality, data protection, and intellectual property obligations.
24.5 Takedown and Remedies OESph may request removal or correction of content that violates this Section, remove content from OESph-controlled channels, suspend or terminate accounts under Section 9, and seek injunctive relief and damages where permitted by law.
24.6 Cooperation Upon reasonable request, parties must provide context or evidence supporting public statements related to OESph engagements to facilitate investigation and resolution.
System Evolution
25.1 Right to Modify OESph may add, remove, or modify components of the Talent & Training ecosystem at any time, including Role Library definitions and tiers, matching criteria and workflows, training curricula and delivery, certification requirements and formats, and operational tools or integrations.
25.2 Salary Standards OESph may update the OES Salary Standard from time to time. For active engagements, updates apply prospectively (a) upon renewal or extension, (b) upon a material change in scope as reviewed under Section 4, or (c) where necessary to correct an error or enforce policy. Existing agreed compensation remains in effect until one of the foregoing events occurs or the parties agree otherwise in writing.
25.3 Training and Certification OESph may revise training content, schedules, formats (including cohort vs. one-on-one), assessment methods, and certification criteria. Changes apply to future enrollments and, for in-flight cohorts, as communicated by the designated trainer.
25.4 Tools and Integrations OESph may add, replace, or discontinue third-party tools or integrations without obligation to maintain legacy versions, subject to Section 18.
25.5 Notice and Effective Date; Continued Use Where feasible, OESph will provide reasonable notice of material changes to the ecosystem. Changes take effect on the stated effective date (or when posted). Continued use of the services after the effective date constitutes acceptance of the changes, without prejudice to Section 30 (Policy Updates).
25.6 Conflicts In the event of conflict between this Section and an executed Engagement Contract, the Engagement Contract controls for the covered project; otherwise, these Terms govern.
Dispute Resolution
26.1 Notice and Good-Faith Resolution. Before taking formal action, a party must send the other party and OESph a written notice of dispute describing the issue and requested relief. The parties will work in good faith to resolve the dispute informally.
26.2 OESph Mediation (Mandatory First Step). If the dispute is not resolved informally within fifteen (15) days of notice, the parties must submit the dispute to OESph for internal mediation. Mediation will be conducted remotely unless otherwise agreed, and will conclude within thirty (30) days of submission unless extended by mutual written agreement.
26.3 Arbitration Agreement. If mediation fails, the dispute shall be resolved by final and binding arbitration seated in Metro Manila, Philippines, administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) under its rules then in force. If PDRCI is unavailable, the arbitration will proceed on an ad hoc basis under the UNCITRAL Arbitration Rules with the seat in Metro Manila and an appointing authority mutually agreed (or designated by the court if the parties cannot agree).
26.4 Tribunal and Language. The tribunal shall consist of one (1) arbitrator, unless the aggregate claims and counterclaims exceed USD 100,000 (or PHP equivalent), in which case either party may request three (3) arbitrators. The language of the arbitration shall be English.
26.5 Governing Law. These Terms, any related non-contractual obligations, and any dispute between the parties are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles, regardless of the Client’s country.
26.6 Confidentiality. Mediation and arbitration proceedings, submissions, evidence, and awards are confidential and may not be disclosed except to the extent required to enforce an award, comply with law, or as otherwise permitted by the applicable rules.
26.7 Interim and Equitable Relief. Notwithstanding this Section, either party may seek interim or conservatory measures from the tribunal, and OESph may seek urgent injunctive or equitable relief in competent Philippine courts (without posting bond) to protect its intellectual property, brand, confidential information, data security, payment routing rights, salary standards, or to prevent circumvention or misuse of systems.
26.8 Costs and Fees. Each party will bear its own legal fees unless the tribunal decides otherwise. The tribunal may allocate arbitration costs and fees, including reasonable attorneys’ fees, in its award as it deems appropriate.
26.9 No Class or Representative Actions. Disputes will be resolved only on an individual basis. Class, representative, collective, or consolidated proceedings are not permitted in mediation or arbitration to the extent allowed by applicable law.
26.10 Time Limit to Bring Claims. Any claim arising out of or relating to these Terms must be filed within one (1) year after the claim accrues, unless a longer period is mandated by applicable law; otherwise, the claim is permanently barred.
Indemnification
27.1 Indemnity Obligation. Clients and VAs (each, an “Indemnifying Party”) agree to defend, indemnify, and hold harmless OESph and its officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) the Indemnifying Party’s breach of these Terms or an Engagement Contract; (b) violation of law or third-party rights (including privacy, data protection, IP, and platform terms); (c) content, data, instructions, or materials the Indemnifying Party provides or processes; (d) disputes between a Client and a VA (including scope, quality, pay, or timing); (e) misclassification, tax, or employment-related claims concerning a VA; (f) misuse or unauthorized disclosure of confidential information; (g) fraud, misrepresentation, or circumvention of OESph processes or fees; and (h) third-party IP claims arising from work performed at the Indemnifying Party’s direction.
27.2 Procedure. OESph will promptly notify the Indemnifying Party of any claim for which indemnity is sought (delay will not relieve obligations except to the extent materially prejudicial). The Indemnifying Party will control the defense and settlement with counsel reasonably acceptable to OESph, provided that the Indemnified Parties may participate with their own counsel at their own expense. The Indemnifying Party must not settle any matter without a full and unconditional release of the Indemnified Parties and without imposing obligations or admissions on them. The Indemnified Parties will reasonably cooperate at the Indemnifying Party’s expense.
27.3 Assumption of Defense. If the Indemnifying Party fails to timely assume the defense, OESph may defend the claim, and the Indemnifying Party remains responsible for all resulting costs, fees, and amounts paid (including reasonable attorneys’ fees), subject to Section 28.
27.4 Limitations. The indemnity in Section 27.1 does not apply to the extent a claim is finally determined to result from OESph’s willful misconduct or sole negligence, to the extent such exclusion is required by applicable law.
27.5 Non-Exclusivity. The rights and remedies in this Section are in addition to, and do not limit, any other rights or remedies available to OESph at law, in equity, or under these Terms.
Limitation of Liability
28.1 Exclusion of Certain Damages. To the maximum extent permitted by law, OESph will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, goodwill, or data; business interruption; or cost of substitute services, in each case arising out of or related to these Terms, any Engagement Contract, or any engagement facilitated by OESph, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
28.2 Aggregate Liability Cap. To the maximum extent permitted by law, OESph’s total aggregate liability for all claims arising out of or related to these Terms, any Engagement Contract, or any engagement facilitated by OESph will not exceed the total amount of OESph service fees actually paid to OESph in connection with the specific engagement(s) giving rise to the claim during the twelve (12) months immediately preceding the event first giving rise to liability. Multiple claims or proceedings do not increase this cap.
28.3 Scope of Application. The limitations in this Section apply regardless of the cause of action or theory of liability and apply even if any limited remedy fails of its essential purpose.
28.4 Non-Excludable Liability. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law.
Force Majeure
29.1 Definition. A “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control that prevents or delays performance, including acts of God; natural disasters (e.g., typhoons, floods, earthquakes, fires); epidemics, pandemics, or public health emergencies; war, terrorism, civil unrest, or sabotage; labor disputes or strikes (including those affecting third-party providers); failures or delays of utilities or communications; network or internet backbone outages; denial-of-service or other cyberattacks; failures of cloud or hosting providers, payment processors, or other critical vendors; embargoes, sanctions, regulatory or court orders; and actions or inaction of governmental authorities.
29.2 Effect of Force Majeure. A party affected by a Force Majeure Event is not liable for delay or failure to perform obligations (other than payment obligations addressed in Section 29.3) for so long as the Force Majeure Event continues, and any performance deadlines are extended for a period equal to the duration of the delay.
29.3 Payments. Monetary obligations that became due before the Force Majeure Event remain payable. If a Force Majeure Event temporarily prevents payment (e.g., payment processor outage), the paying party must use commercially reasonable alternate methods and complete payment promptly once practicable.
29.4 Notice and Mitigation. The affected party must promptly notify the other party and OESph (if not the affected party) of the Force Majeure Event and take commercially reasonable steps to mitigate its effects and resume performance as soon as practicable.
29.5 Extended Events. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice, without liability for such termination, except that amounts accrued and payable prior to termination remain due.
29.6 Service Prioritization. During a Force Majeure Event, OESph may suspend, limit, or modify features or services as necessary to protect system stability and security, without liability.
29.7 Third-Party Failures. Failures or outages of third-party platforms, cloud providers, or payment processors constitute Force Majeure Events for OESph to the extent they prevent or materially impair service delivery.
Policy Updates
30.1 Right to Modify. OESph may change these Terms, related policies, procedures, or services at any time, with or without prior notice.
30.2 Notice of Changes. Where feasible, OESph may provide notice of material changes by posting an updated version on the website or by email to the address on file. Failure to provide advance notice does not limit the effectiveness of changes.
30.3 Effective Date. Changes take effect on the stated effective date or, if none is stated, when posted.
30.4 Acceptance by Use. Your continued access to or use of OESph after the effective date of any change constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the services.
30.5 Outstanding Obligations. Changes do not relieve you of obligations that accrued before the effective date. Fees, payment obligations, confidentiality duties, and other accrued commitments remain enforceable.
30.6 Engagement Contracts. If an executed Engagement Contract includes terms that conflict with an update to these Terms, the Engagement Contract controls for the covered project; otherwise, the updated Terms govern.
30.7 Dispute Resolution Updates. Material updates to Section 26 (Dispute Resolution) apply prospectively to disputes arising after the effective date of the update.
30.8 Privacy Policy. Updates to the OESph Privacy Policy are governed by that policy.
Acceptance of Terms
31.1 Agreement by Use. By accessing or using OESph services, creating an account, submitting an application, initiating a project, or processing payments through OESph, you acknowledge that you have read, understood, and agree to be bound by these Terms.
31.2 Electronic Consent. You agree that electronic acceptance (including click-through, checkbox, or email confirmation) constitutes your signature and acceptance of these Terms and any documents incorporated by reference.
31.3 Privacy Policy. By using OESph, you also acknowledge and agree to the separate OESph Privacy Policy, which governs the collection and use of personal data.
31.4 Authority. If you accept these Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and “you” refers to that entity.
31.5 Language. These Terms are provided in English, and the English version governs in the event of any translation or localization.
31.6 Precedence Acknowledgment. You acknowledge the order of precedence stated in Section 6 (Engagement Contracts) and Section 20 (Transparency & Disclosure): any executed Engagement Contract governs the covered project; these Terms govern in the absence of such a contract; Client–VA side agreements may not conflict with or undermine these Terms.