Terms of Service

1. Definitions & Interpretation

In these Terms of Service, the following terms carry the meanings defined below unless the context requires otherwise:

2. Acceptance of Terms

By engaging Korteq Systems, making a payment, or accessing any of our platforms and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

• Electronic acceptance (including clicking "I agree," submitting a purchase order, or making payment) constitutes a legally binding agreement.
• You represent that you are at least 18 years of age and are an authorized representative of a registered business entity with the authority to bind that entity to these Terms.
• If you do not agree with any provision of these Terms, you must not engage our Services or access our Platform.
• These Terms apply to all engagements, proposals, and SOWs unless explicitly superseded by a separately executed agreement.

3. Scope of Services

Korteq Systems designs, builds, and deploys autonomous revenue infrastructure for B2B enterprises. Our service portfolio includes, but is not limited to:

• Outbound AI Engine — Autonomous lead generation and cold email infrastructure
• Autonomous Closer — WhatsApp and web-based AI bots for 24/7 prospect engagement
• SEO Sniper Matrix — Algorithmic content and traffic systems for page-one rankings
• Omnipresent Social — Zero-human content generation, scheduling, and posting
• ROAS Machine — Autonomous Meta ad optimization with zero commission
• Corporate Web Architecture — Custom-coded high-conversion websites
• Global E-Commerce — Multi-currency storefronts with autonomous inventory management
• Native Mobile Apps — iOS and Android enterprise applications
• Apex Custom AI — Bespoke SaaS platforms and ERP integrations

The specific scope of Services for each engagement is defined in the applicable SOW. All systems are custom-built with per-client isolated infrastructure. Typical deployment timelines range from 7 to 14 business days following the Architecture Audit phase.

Services that utilize third-party AI APIs (including but not limited to the Autonomous Closer) are subject to the Fair Usage Policy defined in Section 10 of these Terms.

Korteq Systems reserves the right to modify, improve, or update its systems and methodologies, provided such changes do not materially reduce the scope of Services defined in an active SOW. Clients will be notified of material changes in advance.

4. Client Obligations

To ensure successful delivery, the Client agrees to the following obligations:

1. Access & Credentials: Provide timely access to all required platforms, accounts, APIs, and credentials necessary for integration and deployment.
2. Point of Contact: Designate an authorized representative who has decision-making authority and will serve as the primary point of contact throughout the engagement.
3. Timely Feedback: Respond to requests for information, approvals, and feedback within the timelines specified in the SOW. Delays caused by the Client may extend project timelines proportionally.
4. Accurate Information: Provide complete and accurate business information, assets, and data required for the engagement. Korteq Systems is not liable for outcomes resulting from inaccurate or incomplete Client-provided information.
5. Legal Compliance: Ensure that the Client's use of delivered systems complies with all applicable local, national, and international laws and regulations.
6. Prohibited Conduct: The Client shall not reverse-engineer, decompile, redistribute, or attempt to extract source code from any Korteq Systems proprietary system or tool without prior written consent.

5. Fees & Payment Terms

Korteq Systems operates on a flat monthly retainer model. There are no hourly rates, no scope creep surcharges, and no hidden fees.

• Retainer Fees: All fees are specified in the applicable SOW and are payable monthly in advance unless otherwise agreed.
• Invoicing: Invoices are issued on the 1st of each billing cycle. Payment is due within 15 days of the invoice date (Net 15) unless a different term is agreed in writing.
• Accepted Methods: Payment may be made via bank transfer, credit card, or other methods specified in the invoice.
• Late Payments: Payments overdue by more than 7 days may incur a late fee of 1.5% per month on the outstanding balance. Korteq Systems reserves the right to suspend Services if payment remains outstanding for more than 15 days beyond the due date.
• Taxes: All fees are exclusive of applicable taxes, duties, and levies. The Client shall be responsible for all taxes applicable to their jurisdiction.
• No Refund on Active Work: Fees for work already completed or in progress are non-refundable. Please refer to our Refund Policy for details.

6. Intellectual Property Rights

6.1 Korteq Systems IP

All proprietary systems, frameworks, algorithms, tools, libraries, and methodologies developed by Korteq Systems — whether prior to or during the engagement — remain the exclusive intellectual property of Korteq Systems.

6.2 Client-Owned Content

The Client retains full ownership of all business data, content, brand assets, and materials provided to Korteq Systems for the purpose of the engagement.

6.3 License to Deliverables

Upon full payment of all applicable fees, the Client is granted a non-exclusive, non-transferable license to use the Deliverables for their intended business purpose. This license does not include the right to resell, sublicense, or redistribute Deliverables to third parties.

6.4 Source Code

No transfer of source code ownership occurs unless explicitly agreed upon in writing within the SOW. Custom-built infrastructure is licensed, not sold.

6.5 Portfolio Rights

Korteq Systems may reference the Client's engagement, including anonymized results and metrics, in marketing materials and portfolio showcases. The Client may opt out of this provision by providing written notice.

7. Confidentiality & NDA

A mutual non-disclosure obligation is in effect for all engagements by default.

• Scope: Both parties agree not to disclose any Confidential Information received from the other party to any third party without prior written consent.
• Permitted Use: Confidential Information shall be used solely for the purpose of fulfilling obligations under the engagement.
• Exclusions: Information that (a) is or becomes publicly available through no fault of the receiving party, (b) was already known to the receiving party prior to disclosure, (c) is independently developed without reference to the disclosing party's information, or (d) is required to be disclosed by law or court order.
• Duration: Confidentiality obligations survive termination of the engagement for a period of two (2) years.
• Additional NDA: Either party may request a separately executed NDA with expanded provisions. Such NDA shall supplement, not replace, these Terms.

8. Data Protection & Privacy

Korteq Systems is committed to the highest standards of data protection. For full details on how we collect, process, and protect data, please refer to our Privacy Policy.

• GDPR Compliance: Our data handling practices are designed to comply with the General Data Protection Regulation (GDPR) and other applicable data protection laws.
• Per-Client Isolation: All client infrastructure is deployed on isolated, dedicated environments. Client data is never co-mingled with other clients' data.
• Encryption: All data in transit and at rest is protected with bank-grade encryption protocols (AES-256, TLS 1.3).
• SOC 2 Readiness: Our internal processes and controls are designed to meet SOC 2 Type II standards.
• Data Processing: Where Korteq Systems acts as a data processor on behalf of the Client, a Data Processing Agreement (DPA) will be executed upon request.
• Data Retention: Client data is retained only for the duration of the engagement and a reasonable wind-down period. Upon termination, data is available for export for 30 days before permanent deletion.

9. Service Level & Uptime

Korteq Systems strives to maintain the highest level of availability for all deployed autonomous systems.

• Target Uptime: We target 99.5% monthly uptime for all production systems, measured excluding scheduled maintenance windows.
• Maintenance Windows: Scheduled maintenance will be communicated at least 48 hours in advance and typically occurs during off-peak hours.
• Incident Response: Critical incidents are acknowledged within 2 hours and resolved with highest priority. Status updates are provided throughout the resolution process.
• Monitoring: All systems are monitored 24/7 with automated alerting and escalation protocols.
• SLA Exclusions: Uptime commitments do not apply to downtime caused by force majeure events, scheduled maintenance, Client-caused issues, or third-party service failures beyond our control.
• FUP Compliance: Service Level commitments are contingent upon the Client's compliance with the Fair Usage Policy (Section 10). Usage exceeding FUP thresholds may result in temporary service throttling.

10. Fair Usage Policy (FUP)

Certain Korteq Systems services — including but not limited to the Autonomous Closer — are marketed as providing "unlimited" or "unmetered" usage. To ensure sustainable service delivery and protect all clients, such services operate under the following Fair Usage Policy:

10.1 Monthly Message Allowance

Services designated as "unlimited" include a monthly allowance of 10,000 AI-processed messages per billing cycle. One (1) message is defined as a single inbound or outbound AI-generated response processed through the system.

10.2 Exceeding the Allowance

If the Client's usage approaches or exceeds the monthly allowance:

• Korteq Systems will notify the Client in writing before any action is taken.
• A usage review will be conducted to determine whether the excess is attributable to legitimate business growth.
• For sustained high-volume usage, Korteq Systems will propose an upgraded enterprise plan with custom pricing and higher (or truly unlimited) thresholds.

10.3 Abuse Protection

Korteq Systems reserves the right to throttle or temporarily suspend service — without prior notice — if abnormal usage patterns are detected that indicate:

• Distributed denial-of-service (DDoS) attacks or automated spam directed at the Client's system
• Deliberate or negligent abuse of AI API resources by the Client or any third party
• Scripted, bot-generated, or otherwise automated message flooding not originating from genuine customer interactions

In such cases, Korteq Systems will restore service promptly once the abnormal activity has been identified and mitigated, and will work with the Client to implement protective measures.

10.4 Enterprise Override

Clients with anticipated usage exceeding the standard FUP threshold may negotiate custom allowances as part of their Statement of Work. Custom FUP limits will be documented in the applicable SOW and will supersede the default thresholds defined in this section.

10.5 Good Faith

This Fair Usage Policy exists to prevent abuse and ensure equitable resource allocation — not to restrict legitimate business use. Korteq Systems will always engage in good-faith dialogue before taking any restrictive action under this policy.

11. Term, Suspension & Termination

11.1 Term

The initial term of each engagement is as specified in the applicable SOW. Unless otherwise stated, engagements automatically renew for successive periods of equal length.

11.2 Termination for Convenience

Either party may terminate the engagement by providing at least 30 days' written notice prior to the end of the current billing cycle.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of notice, or (b) becomes insolvent or subject to bankruptcy proceedings.

11.4 Suspension

Korteq Systems reserves the right to suspend Services immediately, without prior notice, if: (a) the Client's payment is overdue by more than 15 days, (b) the Client engages in prohibited conduct, or (c) continued service would expose Korteq Systems to legal liability.

11.5 Effects of Termination

• All outstanding fees become immediately due and payable.
• The Client shall have 30 days to export their data from our systems. After this period, data will be permanently deleted.
• Licenses to Deliverables survive termination only if all fees have been paid in full.
• Provisions regarding Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification survive termination.

12. Limitation of Liability

• Cap: Korteq Systems' total aggregate liability under any engagement shall not exceed the total fees paid by the Client in the six (6) months immediately preceding the event giving rise to the claim.
• Exclusions: In no event shall Korteq Systems be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity.
• Autonomous Systems: Outputs generated by autonomous systems are provided on an infrastructure-level basis. The Client is solely responsible for business decisions made based on system outputs, reports, or recommendations.
• AI Outputs & Hallucinations: While our Autonomous Systems are deeply engineered with prompt guardrails, Artificial Intelligence is inherently probabilistic and may occasionally produce unpredictable or inaccurate outputs ("hallucinations"). Korteq Systems is not liable for any direct or indirect financial losses, reputational damage, or binding commitments inadvertently made by autonomous agents interacting with your prospects. The Client is responsible for monitoring AI interactions via the provided dashboard.
• Third-Party Services: Korteq Systems is not liable for the performance, availability, or actions of third-party platforms, APIs, or services integrated at the Client's request.

13. Warranties & Disclaimers

13.1 Korteq Warranties

Korteq Systems warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will substantially conform to the specifications outlined in the applicable SOW.
• Systems will be free from intentionally introduced malicious code.

13.2 Disclaimers

Except as expressly stated above:

• Services are provided "as described in the SOW" and without any warranty of any kind, express or implied.
• Korteq Systems does not guarantee specific revenue, lead, conversion, or traffic outcomes. Performance metrics referenced in proposals or case studies are based on past results and are not guarantees of future performance.
• To the maximum extent permitted by law, Korteq Systems disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14. Indemnification

14.1 Client Indemnification

The Client shall indemnify, defend, and hold harmless Korteq Systems from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• The Client's misuse of Services or Deliverables.
• Content, data, or materials provided by the Client that infringe third-party rights.
• The Client's violation of applicable laws or regulations.
• Third-party claims arising from the Client's business operations.

14.2 Korteq Indemnification

Korteq Systems shall indemnify the Client against third-party claims alleging that the Deliverables (excluding Client-provided materials) infringe the intellectual property rights of a third party, provided the Client notifies Korteq Systems promptly and grants full control of the defense.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond the party's reasonable control, including but not limited to:

• Natural disasters, epidemics, or pandemics
• Cyberattacks, infrastructure failures, or internet outages
• Government actions, sanctions, or regulatory changes
• War, terrorism, civil unrest, or labor disputes
• Failure of third-party service providers or platforms

The affected party shall provide prompt notice and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the engagement without penalty.

16. Dispute Resolution

1. Good-Faith Negotiation: In the event of a dispute, the parties shall first attempt to resolve it through good-faith negotiation for a period of 30 days from written notice of the dispute.
2. Mediation: If negotiation fails, the dispute shall be submitted to mediation administered by a mutually agreed mediator before either party may commence arbitration or litigation.
3. Arbitration: Any unresolved dispute shall be finally settled by binding arbitration in accordance with the rules of the applicable arbitration body in the agreed jurisdiction.
4. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable SOW. In the absence of such specification, the laws of England and Wales shall apply.
5. Injunctive Relief: Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property or confidential information.

17. Modifications to Terms

• Korteq Systems reserves the right to update or modify these Terms at any time. Changes will be communicated with at least 30 days' notice via email or through our Platform.
• Material changes — including modifications to fees, liability, or service scope — will be highlighted in the notification.
• Continued use of Services or the Platform after the notice period constitutes acceptance of the updated Terms.
• If you do not agree with the updated Terms, you may terminate the engagement in accordance with Section 11.

18. General Provisions

• Entire Agreement: These Terms, together with the applicable SOW and any referenced policies, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
• Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.
• Assignment: Neither party may assign its rights or obligations without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Relationship: The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
• Notices: All formal notices shall be delivered in writing to the email addresses designated in the applicable SOW. Notices are deemed delivered upon confirmed receipt or 48 hours after sending, whichever is earlier.

19. Contact Information

For questions, concerns, or requests related to these Terms of Service, please contact us: