1. About these Terms
These Terms and Conditions govern every access to and use of the Cortex platform (the “Platform”) by the subscribing customer (the “Customer”) and by every person to whom an account is issued under the Customer’s subscription (a “User”).
Where the Customer has signed a Cortex subscription agreement, that agreement and its Attachment (A) prevail over these Terms, which apply only to matters the agreement does not address. Nothing in these Terms reduces a right or adds an obligation agreed in that agreement.
By selecting “I agree” at first login, or by using the Platform, the User accepts these Terms for himself and confirms that he uses the Platform on the Customer’s behalf and with its authorisation.
2. Definitions
“Service Provider” means System Development Project Management International, the owner and operator of the Platform. “Customer Data” means the business data, documents and content entered or uploaded to the Platform by the Customer or its Users. “Subscription” means the modules, users, limits and term purchased by the Customer as set out in its agreement or order.
3. Accounts and Access
User accounts are created and controlled by the Service Provider according to the Customer’s Subscription. Each account is personal: it may not be shared, transferred or used by more than one person.
The User must keep his password and login methods confidential and must notify the Customer’s administrator and the Service Provider without delay of any suspected misuse of his account. The Customer is responsible for all activity carried out through its Users’ accounts.
4. Acceptable Use
The Platform may be used only for the Customer’s lawful business purposes and within its Subscription limits and reasonable, normal business use. The Customer and its Users shall not:
(a) upload malicious code or attempt to bypass security, permissions or limits; (b) copy, reverse-engineer, decompile or attempt to obtain the source code of the Platform; (c) use bots, scripts or mass imports or exports except through the tools provided; (d) load the Platform in a way that degrades it for other customers; (e) infringe the rights of others or upload unlawful content; (f) resell, sublicense or give third parties access to the Platform.
Where there are reasonable indications of a breach of this section or of a security threat, the Service Provider may immediately suspend the affected accounts or functions, and the whole service only where the risk cannot be contained otherwise.
5. Customer Data
The Customer owns its Customer Data and is solely responsible for its accuracy, completeness and legality, and for having every right and consent needed to enter it, including the personal data of its own customers, employees and suppliers.
The Service Provider processes Customer Data only to operate, secure and support the Platform, to perform the Customer’s agreement and to comply with the law. It may also use aggregated, de-identified statistics that do not identify the Customer or any individual to improve its products.
6. Privacy and Personal Data
To provide and secure the service, the Service Provider processes Users’ account data, such as name, email, phone number, login times, IP address and activity logs. This data is used only for account management, security, support and legal compliance, and is not sold to third parties.
The Service Provider complies with the data-privacy regulations of the Communication and Information Technology Regulatory Authority (CITRA) and other laws of the State of Kuwait, to the extent they apply to it.
7. Hosting and Security
The Platform is provided as a cloud service. Customer Data is hosted at System Development Project Management International, using servers operated by the Service Provider or its hosting providers. The Service Provider shall not move the primary hosting location of Customer Data elsewhere without prior notice to the Customer, and its consent where the law requires it.
The Service Provider applies reasonable administrative and technical security measures and shall notify the Customer without undue delay after confirming a security incident affecting Customer Data, with the information then reasonably available.
8. Data Export and Backups
During the Subscription, the Customer can export its data from the available screens and reports in supported formats, such as Excel. The Customer is responsible for regularly exporting and keeping its own copies, and for meeting the record-keeping obligations that apply to its business.
The Service Provider keeps operational backups for the continuity and security of the Platform. These are not a backup service for the Customer and are overwritten in the normal course.
9. End of Subscription
On expiry or termination of the Subscription for any reason, the Service Provider shall notify the Customer by email and give it read-only access for thirty (30) days from that notice, solely to export its data. After that period, the Service Provider may permanently delete the Customer Data without further notice. The read-only period does not apply while access remains suspended because a security risk continues.
10. Fees and Suspension
Fees, payment due dates, renewals, and discounts are governed by the Customer Agreement and its Schedule (A), if any. The Customer acknowledges that the agreed fees constitute the total consideration for the entire service, its scope, and the contracted term. Dividing this consideration into payments or instalments is a payment accommodation and does not make each payment separate consideration for an individual stage of implementation.
All amounts paid under the Agreement are non-refundable, in whole or in part. The Customer remains obligated to pay the full agreed consideration on the specified due dates, whether or not implementation of the service has been completed, and regardless of the percentage of completion or the extent to which the Customer uses or benefits from the service, unless the Agreement or its Schedule (A), if any, expressly makes a particular payment conditional upon completion of a specified milestone. The Customer’s request to cancel the service, cessation of use, or failure to complete the operational requirements on its part shall not cancel or reduce any remaining payments or entitle the Customer to a refund of any amounts already paid.
If any amount remains unpaid after its due date, the Service Provider may suspend the service in accordance with the procedures and conditions set out in the Agreement until all amounts due have been paid in full. Such suspension shall not release the Customer from its financial obligations or waive the Service Provider’s right to recover those amounts.
Any request by the Customer to cancel the service or terminate the Agreement must be made through a signed written request delivered in person to the Service Provider’s premises by the Customer or its duly authorised representative. Requests submitted by telephone, email, or messaging applications shall not be accepted. Cancellation or termination shall take effect only after the request has been submitted in the prescribed manner and all amounts and instalments due from the Customer under the Agreement have been paid in full, subject to any notice periods and termination procedures specified in the Agreement. Merely submitting a request, ceasing to use the service, or failing to make payment shall not constitute cancellation of the service or termination of the Agreement, nor release the Customer from its outstanding financial obligations.
11. Availability, Maintenance and Support
The Service Provider aims for high availability but does not guarantee uninterrupted service. It may carry out scheduled maintenance, announced through its usual channels, and emergency security maintenance at any time. Support is provided through the channels and hours stated in the Customer’s agreement.
12. Intellectual Property
The Platform and all its components developed by the Service Provider, including its source code, designs, database structure, interfaces and documentation, are the exclusive property of the Service Provider. The Customer and its Users receive only a limited, non-exclusive and non-transferable right to use the Platform during the Subscription. Suggestions and feedback may be used by the Service Provider freely, without obligation.
13. Third-Party Services
Integrations and services provided by third parties, such as payment gateways, messaging services and domains, are subject to their providers’ terms and availability. The Service Provider is not responsible for their interruption, failure or change.
14. Liability
The Platform is provided “as is” and “as available”. The Service Provider’s liability is limited as set out in the Customer’s agreement, and it is not liable for indirect or consequential loss, including loss of profit, revenue or data caused by the Customer’s own actions. Nothing in these Terms excludes liability for fraud, gross negligence, or any liability that cannot be excluded by law.
15. Changes to these Terms
The Service Provider may update these Terms from time to time. The new version, with its date, is shown to Users at their next login and applies once accepted or once the Platform continues to be used. An update does not override or cancel any term agreed in the Customer’s signed agreement.
16. Governing Law and Language
These Terms are governed by the laws of the State of Kuwait, and the courts of the State of Kuwait have exclusive jurisdiction over any dispute arising from them. These Terms are issued in Arabic and English; in case of conflict, the Arabic text prevails.
17. Contact
Questions about these Terms or about Customer Data can be sent to [email protected].
The Arabic text prevails in case of conflict with the English text.