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Terms of Use

Last Updated: 01 April 2026, 12:00 AM

Last updated: 26th of October, 2024

INTRODUCTION

1.1 These terms and conditions, including all attachments attached hereto (“Terms and Conditions”) along with the Documentation and other terms and conditions applicable to the relevant GenCode Solutions and/or Services as referred to in the relevant Statement of Work executed between GenCode and the Customer in writing shall form part of the Agreement formed between GenCode and the Customer pursuant to such Statement of Work. These Terms and Conditions shall apply to all GenCode Solutions and/or Services ordered and purchased by the Customer pursuant to a Statement of Work.

1.2 The GenCode Solutions and/or Services to be delivered by GenCode to the Customer shall be as set out and confirmed in the relevant Statement of Work executed between GenCode and the Customer in writing and GenCode shall be obliged to deliver or perform the GenCode Solutions and/or Services only to the extent confirmed and agreed in the relevant Statement of Work. Unless and until such Statement of Work is executed by GenCode and the Customer in writing, GenCode is not obliged to deliver or perform any products and/or services.

DEFINITIONS AND INTERPRETATIONS

2.1 Unless the context otherwise requires, the following words and expressions shall have the respective meanings:

Agreement

means the agreement formed pursuant to the Statement of Work, comprising the Statement of Work, together with these Terms and Conditions and the other documentation referred to in the Statement of Work.

Anonymous Data

means any Customer Data and other information and data in relation to the Customer's use and the performance of the GenCode Solutions and/or Services collected and processed in anonymised and aggregate form (without identifying the Customer and without any personally identifiable information).

Authorised Users

any Personnel of the Customer as expressly set out in the Statement of Work who are permitted to access and/or use the GenCode Solutions and/or Services, subject always to GenCode's approval in respect of access or use by any third party if so stated in the Statement of Work.

Customer

means the Customer described in the Statement of Work.

Customer Data

means the Materials in the form of data forming part of the Customer Materials.

Customer Materials

means the Materials which are provided and made available to GenCode by the Customer (and/or its Personnel and/or the Authorised Users), or otherwise collected from the Customer (and/or its Personnel and/or the Authorised Users) by GenCode through the normal operation of GenCode Solutions and/or Services, in connection with the Customer's use of the GenCode Solutions and/or Services, excluding all Materials owned by GenCode or which any of GenCode's Intellectual Property Rights subsist.

Deliverables

means the relevant deliverables, including the Materials, provided/delivered or to be provided/delivered by GenCode to the Customer in relation to the GenCode Solutions and/or Services pursuant to the Statement of Work (if any) and references to Deliverables shall, where relevant and applicable, include references to any part thereof.

Documentation

means the documentation provided by GenCode to the Customer in relation to the provisioning and/or use of the GenCode Solutions and/or Services (as may be updated and notified to the Customer by GenCode from time to time), in particular the specific GenCode Solutions and/or Services documentation set out in Item 5 of the Statement of Work.

Effective Date

shall have the meaning ascribed to it in the Statement of Work.

Fees

means the fees and all other payments, fees and/or amounts payable by the Customer to GenCode in respect of the GenCode Solutions and/or Services as set out in the Statement of Work or under the Agreement.

Force Majeure Event

means any act, cause or circumstance beyond the Party's reasonable control, including acts of God, war, riot, insurrection, civil disorder or military operations, national or local emergency, acts or omission of government or other governmental authorities, export or import prohibitions, change of law, government restraints, pandemics and/or viral outbreaks, concerted actions of workmen, sabotage, civil commotion, lock-outs or other industrial disputes, fire, lightning, strikes, explosion, flood, landslides, subsidence, inclement weather, general unavailability of transport, general shortage of energy, or any other cause whether similar or dissimilar outside the affected Party's reasonable control.

Liability

means any non-conformities, errors, issues, defects, problems, claims, breach, failure, indemnity, proceedings, demands, suits, fine, loss, damage, costs (including legal fees on a solicitor-client basis), expenses and/or other liabilities.

Materials

means any relevant information, documentation, properties, programs, details, content, data, images, photographs, files, text, audio or video clips, graphics and/or other materials.

Out of Pocket Expenses

means travel expenses, per diem allowance and out-of-pocket expenses, including but not limited to expenses in respect of air tickets and hotel accommodation.

Payment Period

means thirty (30) days from the date of GenCode's invoice.

Permitted Purpose

means for the purpose of, and only to the extent necessary for the purpose of: in respect of the Customer's use, (i) the Customer's internal business operation and processing which is reasonably contemplated under the Agreement; (ii) carrying out the Customer's obligations and enforcing the Customer's rights under the Agreement; (iii) complying with the terms and conditions contained in the Agreement; and/or (iv) other purposes expressed under the Agreement, all for the sole benefit of the Customer; and in respect of GenCode's use, (i) GenCode's and/or its affiliates' internal business operation and processing which is reasonably contemplated under the Agreement; (ii) carrying out GenCode's obligations and enforcing GenCode's rights under the Agreement; (iii) complying with the terms and conditions contained in the Agreement; and/or (iv) other purposes expressed or reasonably contemplated under the Agreement.

Personnel

means the relevant employees, officers, agents, contractors, service providers, suppliers, representatives and/or personnel of the relevant Party. No Party shall be considered to be the other Party's Personnel for the purpose of this definition.

Requirements

means the specification(s) and/or requirement(s) in respect of the GenCode Solutions and/or GenCode Services which are mutually agreed between the Parties in writing pursuant the Agreement and/or as specified in the Documentation.

Statement of Work

means the relevant statement of work, including the attachments attached thereto, mutually agreed and executed by both Parties in relation to the GenCode Solutions and/or Services.

Taxes

means all duties, imposts, taxes and/or similar government charges arising from or incidental to the Agreement that may now or hereinafter be introduced (including but not limited to value added tax, sales and service tax, levies, duties and imposts that may result from the provision, use and/or supply of the GenCode Solutions and/or Services).

Term

means the relevant term of the GenCode Solutions and/or Services as set out in the Statement of Work.

Third Party Items

means any third party products, software and/or services.

Third Party Software/Services

means any software and/or services of any third party engaged directly by GenCode (if any) as communicated or made known to the Customer by GenCode.

Third Party Terms

means the terms and conditions of the owner or licensor of the Third Party Software/Services which are published on the platform of such owner or licensor or otherwise made known to the Customer by GenCode.

GenCode

means GenCode Sdn Bhd.

GenCode Services

means the services ordered and purchased by the Customer from GenCode pursuant to the Statement of Work, as set out in the Statement of Work (if any).

GenCode Solutions

means the GenCode's technology solutions ordered by the Customer pursuant to the Statement of Work, as set out in the Statement of Work, including all updates, upgrades, customisations, enhancements, new releases and patches provided by GenCode subject to and as part of its scope under the Agreement.

GenCode Solutions and/or Services

means GenCode Solutions and/or GenCode Services (as applicable and as the case may be) and the related Deliverables.

GenCode's Standard Rates

means GenCode's standard man-day rates as stated in the Documentation or the Statement of Work (as the case may be), which may be updated by GenCode from time to time.

Indemnified Party

means GenCode and its affiliated companies and each of their respective officers, directors, employees, attorneys and agents.

Infringement Claim

means any claim brought against the Customer by a third party alleging that the use of the GenCode Solutions and/or Services by the Customer in accordance with the terms of the Agreement infringes any Intellectual Property Rights of any third party.

Intellectual Property Rights

means any and all intellectual property rights (wherever in the world, whether registered or unregistered including any application or right of application for such rights, the renewal or extension of such rights), including all rights, interests and/or titles in, to, under, in connection with or relating to: (i) inventions and patents; (b) copyright, copyrightable works and rights in the nature of or analogous to copyright; (c) names, marks, trade names, trademarks, service marks and logos; (d) designs and circuit layouts; (e) any Confidential Information, trade secrets and know-how; and (f) other rights, titles and interests similar to the foregoing or are otherwise capable of being protected as intellectual property rights.

Liability

Materials

means any relevant information, documentation, properties, programs, details, content, data, images, photographs, files, text, audio or video clips, graphics and/or other materials.

Out of Pocket Expenses

means travel expenses, per diem allowance and out-of-pocket expenses, including but not limited to expenses in respect of air tickets and hotel accommodation.

Payment Period

means thirty (30) days from the date of GenCode’s invoice.

Permitted Purpose

"means for the purpose of, and only to the extent necessary for the purpose of:

in respect of the Customer’s use, (i) the Customer’s internal business operation and processing which is reasonably contemplated under the Agreement; (ii) carrying out the Customer’s obligations and enforcing the Customer’s rights under the Agreement; (iii) complying with the terms and conditions contained in the Agreement; and/or (iv) other purposes expressed under the Agreement, all for the sole benefit of the Customer; and
in respect of GenCode’s use, (i) GenCode’s and/or its affiliates’ internal business operation and processing which is reasonably contemplated under the Agreement; (ii) carrying out GenCode’s obligations and enforcing GenCode’s rights under the Agreement; (iii) complying with the terms and conditions contained in the Agreement; and/or (iv) other purposes expressed or reasonably contemplated under the Agreement.

Personnel

Requirements

Statement of Work

means the relevant statement of work, including the attachments attached thereto, mutually agreed and executed by both Parties in relation to the GenCode Solutions and/or Services.

Taxes

Term

means the relevant term of the GenCode Solutions and/or Services as set out in the Statement of Work.

Third Party Items

means any third party products, software and/or services.

Third Party Software/Services

means any software and/or services of any third party engaged directly by GenCode (if any) as communicated or made known to the Customer by GenCode.

Third Party Terms

2.2 Unless the context otherwise requires:

(a) headings of the Agreement are inserted for convenience only and shall not affect the construction or interpretation of the Agreement;

(b) the singular includes the plural and vice versa and words denoting any gender include all genders;

(d) references to the any thing shall, where relevant and applicable, include references to any part thereof;

(e) any reference to the Agreement or any other agreement or document shall be construed as a reference to the Agreement or, as the case may be, such other agreement or document as the same may have been or may from time to time be amended, varied, novated or supplemented save where the contrary is indicated;

(f) any reference to a person shall be construed so as to include any individual, firm, company, corporation, government, state or agency of a state, any association or partnership and/or other persons or bodies (whether or not having separate legal personality);

(g) any reference to a party to the Agreement or another agreement or document includes a reference to the party’s successors, permitted nominees and permitted assigns (and where applicable, the party’s personal representatives);

(h) references to Clauses, Sub-Clauses, Schedules and Appendices (if any) are references to clauses, sub-clauses, schedules and appendices of or to these Terms and Conditions unless otherwise stated. References to a Sub-Clause under a Clause shall be construed as references to the Sub-Clause of the Clause under which such Sub-Clause is being referred;

(i) references to any legislation, statute and/or law (or any provision thereof) shall include any subsidiary legislation, statutory guidelines, rulings, determinations and/or codes, legal requirements and/or regulations made under or pursuant to such legislation, statute and/or law and any amendment, substitution, re-enactment, modification and/or replacement (“Modification”) made in relation to the foregoing from time to time so far as such Modification applies or is capable of applying;

(j) any reference to proceedings includes litigation, arbitration or investigation and a reference to a judgement includes an order, injunction, decree, determination or award of any court or tribunal;

(k) references to any terms, conditions and/or provisions of, under or contained in the Agreement shall be construed as to include any term, condition, stipulation, provision, warranty, covenant and/or undertaking and any rights and remedies conferred thereby and any reference to terms, conditions, and/or provisions shall include any part thereof where applicable and relevant;

(l) the words “including”, “for example” or similar expressions shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words. The meaning of general words shall not be limited by specific examples introduced by “including”, “for example” or similar expressions;

(m) the words “hereof”, “herein”, “hereon” and “hereunder” and words of similar import refer to the Agreement as a whole and not to any particular provision of the Agreement;

(n) if an obligation, act or event must be carried out or occur on a stipulated day which is not a business day in the place which the obligation, act or event must be carried out or occur then the stipulated day will be taken to be the next business day in the said place unless otherwise stipulated herein;

(o) any terms and conditions imposed on the Customer shall include an obligation for the Customer to ensure its Personnel comply with such terms and conditions to the extent applicable to such Personnel of the Customer and the Customer shall remain fully liable for all acts and/or omissions of its Personnel as if those acts and/or omissions were those of the Customer;

(p) any obligation imposed on the Customer not to do an act or thing shall be deemed to include an obligation for the Customer not to permit such act or thing to be done by another person;

(q) no rule of construction or interpretation applies to the disadvantage or detriment of the Party having control or being responsible for the preparation of the Agreement; and

(r) any approval to be obtained by any Party under the Agreement shall be obtained in advance and in written form (i.e. prior written approval, whether or not it is expressly stated as such in the Agreement) and any matter to be agreed between the Parties shall be agreed in writing (whether or not it is expressly stated as such in the Agreement).

3. CONFLICT AND ORDER OF PRECEDENCE

In case of conflicts among agreement documents, they resolve per this hierarchy: (a) these Terms and Conditions; (b) the provisions of the Statement of Work; and (c) the provisions of the Documentation.

4. STATEMENT OF WORK

Customers procure products/services through executed Statements of Work forming part of the Agreement. Each SOW creates a separate contract. These Terms apply from the Effective Date throughout the Term specified in the SOW.

5. PROVISIONING OF GENCODE SOLUTIONS AND/OR SERVICES

Upon SOW execution and fee payment, GenCode provides Solutions/Services per Requirements during the Term. Services are delivered remotely without hardware. The provisioning and/or delivery of any GenCode Solutions will not include the provisioning or delivery of the underlying source code.

6. LICENCE

6.1 General Licence (Limited): GenCode grants customers a personal, revocable, non-exclusive, non-sublicenseable, non-transferable license for internal use only, limited to one production environment instance unless otherwise agreed.

6.2 Use by Authorised Users: Only approved Authorised Users may access Solutions on a need-to-know basis. Customers remain fully responsible for user compliance. Provisioned users count toward licensing limits.

6.3 Third Party Software/Services: Customers must comply with third-party terms applicable to integrated solutions. Customer ensures compliance with all relevant Third Party Terms.

6.4 Output: GenCode does not warrant the accuracy, completeness or reliability of such output unless otherwise stated in the Documentation. Customers verify output accuracy independently.

7. ACCEPTANCE

Solutions are deemed accepted upon delivery unless specific acceptance criteria are documented in the SOW or Documentation.

8. FEES

8.1 Fees: Customers pay stated Fees within the Payment Period (30 days) without deduction.

8.2 Taxes: Fees exclude Taxes. Customers bear all Taxes except GenCode's income tax. Customers must timely pay Taxes and indemnify GenCode.

8.3 Fees Adjustments: GenCode may review and adjust Fees regularly on anniversary dates unless otherwise stated.

8.4 Out of Pocket Expenses: Fees exclude Out of Pocket Expenses. Customers fully reimburse GenCode for such expenses.

8.5 Non-Payment: Unpaid invoices after Payment Period trigger 7-day notice suspension rights. Late payments accrue interest on the sum due and owing to GenCode on a day to day basis at the agreed rate of eight percent (8%) per annum or the maximum rate permitted by law.

8.6 Payment Dispute: Customers may dispute invoices in writing within 14 days. Undisputed amounts must be paid. Good faith disputed portions may be withheld.

9. SPECIFIC OBLIGATIONS OF THE CUSTOMER

9.1 General Obligations: Customers must cooperate, provide site access, supply accurate Materials, procure necessary licenses, sign required documents, and ensure Personnel/Authorised Users comply with the Agreement.

9.2 Operating Environment: Customers prepare and maintain operating environments per GenCode specifications. They bear all costs for hardware, software, networks, and telecommunications. The Customer assumes full responsibility for the overall effectiveness and efficiency of the operating environments.

9.3 Customer's Obligations, Assumptions and Dependencies: Customers timely perform all obligations. Non-compliance or exceeding limitations may incur additional fees. GenCode is reimbursed for reasonable costs from customer failures.

10. TERMS OF USE

10.1 Prohibited Actions: Customers cannot copy/distribute (except necessary for permitted use), rent/lease/modify Solutions, reverse-engineer, decompile, disassemble, create derivatives, commercially exploit, use unlawfully, interfere with systems, transmit malware, hack, harvest data, gain unauthorized access, send unsolicited advertising, overload systems, scan security measures, or bypass access restrictions.

10.2 Unlawful Materials: Customers cannot store or transmit unlawful, infringing, threatening, abusive, defamatory, or obscene Materials.

10.3 Limiting Access: Only Authorised Users approved by GenCode may access Solutions for Permitted Purposes. Customers supervise usage and prevent unauthorized access, notifying GenCode immediately of breaches.

10.4 Responsible for Authorised Users/Personnel: Customers assume full liability for Personnel and Authorised User violations, disclosures, and breaches constituting customer breaches.

10.5 Right to Remove Materials: GenCode may remove Materials breaching the Agreement without liability.

10.6 Third Party Items: Integration with third-party products requires GenCode approval. Customers assume sole responsibility for security, selection, functioning, and compliance regarding third-party items.

11. WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY

11.1 Warranty: GenCode warrants it provides Solutions/Services per Requirements and Documentation in all material respects.

11.2 Disclaimers: Solutions/Services are provided "as is" and "as available." GenCode disclaims all conditions, warranties, and representations except those expressly provided in writing. GenCode does not warrant that the use or operation of any GenCode Solutions and/or Services will be uninterrupted or error free.

11.3 No Warranties: GenCode makes no assurances about uninterrupted operation, timely data transmission, or cyber-threat discovery.

11.4 Hazardous Environment: Solutions are not designed for hazardous environments, nuclear facilities, weapons systems, or life-support systems.

11.5 Liability Cap: GenCode's maximum and cumulative total liability shall not exceed a sum equivalent to the amount payable by the Customer to GenCode under the relevant Statement of Work during the twelve (12) month period immediately preceding the date upon which such claim accrued.

11.6 Aggregate Cap: The liability cap is GenCode's total potential aggregate liability regardless of claim quantity.

11.7 Infringement Indemnity: GenCode indemnifies customers from Infringement Claims provided: customer promptly notifies GenCode, GenCode controls defense, customer cooperates, claims are not caused by unauthorized use or breaches, and costs are reasonable and finally awarded.

11.8 Infringement Remedies: GenCode may procure continued use rights, modify Solutions to be non-infringing, or terminate affected Services.

11.9 Customer Indemnity: Customers indemnify and defend GenCode from breaches, misconduct, negligence, and non-performance by Customer or those Customer is responsible for. GenCode may assume defense at customer expense.

11.10 Survival: This Clause survives termination.

12. EXTENT OF LIABILITY

12.1 Excluded Liability: GenCode is not liable for Liabilities arising from unauthorized alterations, improper use, unauthorized third-party access, failure to install updates, works per customer's unique requirements with GenCode concerns, customer-provided Materials, customer failures/omissions, inadequate operating environments, third-party network transfers, Force Majeure Events, or non-GenCode third parties/services.

12.2 Additional Charges: If GenCode addresses non-conformities from excluded causes, such work is additionally chargeable per GenCode's Standard Rates. This Clause survives termination.

13. INTELLECTUAL PROPERTY RIGHT

13.1 Existing IPR: Parties retain ownership of their pre-existing Intellectual Property Rights.

13.2 New IPR: All Intellectual Property Rights in relation to any Materials created pursuant to the Agreement shall immediately vest in GenCode upon its creation, save for the Customer Materials contained therein which shall remain the property of the Customer.

13.3 GenCode IPR: GenCode owns all Solutions, Materials, customizations, enhancements, and Deliverables. Customers acquire only limited licenses. GenCode Solutions and all Materials related thereto shall belong absolutely to GenCode (and/or its affiliates), save for the Customer Materials.

13.4 Use of GenCode IPR: Customers use GenCode Materials strictly per Agreement terms for Permitted Purposes only. Customers cannot use GenCode's names, logos, or trademarks without approval.

13.5 Survival: This Clause survives termination.

14. CONFIDENTIALITY

14.1 Confidential Information: Confidential Information includes Materials disclosed or obtained by receiving Party relating to disclosing Party's business under the Agreement. Exceptions include pre-known information, third-party information, written release, public knowledge without wrongful act, or independent development.

14.2 Permitted Disclosure: Receiving Parties disclose Confidential Information only to governmental authorities per legal requirements, courts for dispute resolution, expressly permitted persons, employees/advisors needing information, or with written approval. Disclosure is limited to necessary portions.

14.3 Protection Standard: The standard used by the receiving Party to protect the disclosing Party's Confidential Information shall not be lesser than the standard it uses to protect its own confidential information and in no event shall such standard be lesser than a reasonable standard.

14.4 GenCode's Confidential Information: Customers acknowledge GenCode discloses proprietary information. GenCode's Confidential Information is treated confidentially, used solely for Permitted Purposes, and customer ensures recipients comply and maintain confidentiality.

14.5 Disclosure Required by Law: If legally required to disclose GenCode's Confidential Information, customers provide prompt notice (unless prohibited), verify requestor authority, disclose minimum required information, allow GenCode to challenge disclosure, and cooperate fully.

15. CUSTOMER MATERIALS

15.1 Ownership: Customer Materials remain owned by customers. Customers are responsible for legality, reliability, integrity, accuracy, and quality.

15.2 Rights to Process: Customers grant GenCode royalty-free rights to collect, use, transfer, modify, and process Customer Materials for Permitted Purposes. Customers warrant such Materials and their processing will not violate law or infringe third-party rights.

15.3 Anonymous Data: Processing Anonymous Data is a provisioning condition. GenCode collects and uses Anonymous Data for industry analysis, benchmarking, product development, marketing, and lawful purposes. The Customer grants GenCode a non-exclusive, worldwide, royalty-free, perpetual right and license to generate and own Anonymous Data.

15.4 Personal Data: Customers agree GenCode may process personal data per Permitted Purpose and GenCode's privacy notice. Customers warrant such processing will not violate law or infringe rights.

16. TERMINATION, SUSPENSION AND CONSEQUENCES OF TERMINATION

16.1 Mutual Termination Right: Parties may immediately terminate for material breach not remedied within 30 days of notice, or other Party's insolvency/bankruptcy/receivership/creditor arrangements.

16.2 Termination for Convenience: GenCode may unilaterally terminate without reason upon 90 days' advance notice.

16.3 Consequences of Termination/Expiry: All licenses immediately terminate; customers cease use and destroy copies upon request. GenCode may deactivate/block access and delete files/data without notice. GenCode may destroy Customer Materials unless customer requests backup within 10 days; customer bears delivery costs. GenCode may retain paid amounts and charge for rendered Services before termination date.

16.4 Suspension: GenCode may immediately modify, suspend, or limit Services if customer breaches and does not remedy within 7 days, usage poses material security risk, or law requires it. Suspensions exceeding 30 days trigger termination rights.

16.5 Survival: This Clause survives termination.

17. COMPLIANCE WITH LAW AND POLICIES

17.1 Customer Compliance: Customers comply with all applicable laws, regulations, orders, and governmental requirements relating to Solutions/Services use and business activities.

17.2 GenCode Compliance: GenCode complies with all applicable laws relating to Solutions/Services provisioning and obligations.

17.3 Change in Law: Required customizations from legal changes are subject to mutual agreement. GenCode charges additional fees for implementing changes.

17.4 Specific Policies: Customers comply with GenCode's anti-bribery/corruption policies, Supplier Code of Conduct, and Ethics policies. GenCode shall be entitled to terminate the Agreement with immediate effect for non-compliance. Customers indemnify GenCode for breaches.

18. AUDIT

18.1 Monitoring: GenCode may monitor Solutions/Services use for compliance. Customers maintain adequate records for 7 years after Term.

18.2 Audit: GenCode may audit usage and compliance through independent auditors or directly. Customers permit audits without substantially interfering with business.

18.3 Audit Results: If audits reveal breaches, customer bears audit costs. If customer underpaid Fees, customer pays underpayment plus 8% per annum late interest.

19. MISCELLANEOUS

19.1 Force Majeure: Parties are not liable for performance delays from Force Majeure Events (excluding payment obligations). If a Force Majeure Event continues for thirty (30) days consecutively or accumulatively, GenCode shall be entitled to terminate the Agreement.

19.2 Complete Agreement: The Agreement constitutes the entire agreement and supersedes prior understandings.

19.3 Marketing and Promotion: GenCode may list and publish customer names/logos in marketing initiatives worldwide, free of charge.

19.4 Binding Effect: The Agreement binds Parties and inures to their benefit and successors.

19.5 Assignability and Subcontract: Customers cannot assign without GenCode approval. GenCode may freely assign to third parties/affiliates.

19.6 Governing Law: The Agreement is governed by Malaysia law with exclusive Malaysian court jurisdiction.

19.7 Variation: Amendments require written signatures from both Parties. GenCode may unilaterally update Terms by publishing online; customers are bound upon publication.

19.8 Severability: Illegal provisions are modified to legality or severed without invalidating remaining provisions.

19.9 Notices: Written notices in English sent to Agreement addresses (or notified alternatives) by hand, courier, registered post, email, or facsimile are deemed served per specified timelines. Email does not apply to legal/claims notices.

19.10 Waiver: No failure/delay exercising rights waives them. Partial exercise does not diminish other rights. Waivers require written signatures.

19.11 Costs: Each Party bears preparation costs. Customers pay stamp duty.

19.12 Cumulative: Agreement rights are cumulative with legal/equity rights unless stated otherwise.

19.13 Survival: Provisions expressed to survive termination or capable of surviving by nature remain in full force post-termination.

19.14 Counterpart: SOWs may execute in counterparts, each deemed original, all constituting one agreement once exchanged.

19.15 No Agency/Partnership: No Party acts as agent or creates partnership with the other.