Terms & Conditions

1. Definitions

• "Service" refers to any AI engineering engagement, including Conversational Analytics, Federated Learning Implementation, or AI Proof-of-Concept Sprint, as described in a Statement of Work.
• "Client" / "You" refers to the organisation or individual engaging Cortexium for a Service.
• "We" / "Us" / "Our" refers to Cortexium, operating from 9 Jalan PJU 5/1, 47810 Petaling Jaya, Selangor, Malaysia.
• "Agreement" means these Terms and Conditions together with any Statement of Work or project brief.
• "Deliverables" refers to outputs produced during an engagement — reports, prototypes, architectures, or documentation.
• "Confidential Information" means any non-public data, strategy, or materials shared by either party during the engagement.

2. Acceptance of Terms

By submitting an enquiry form, signing a Statement of Work, or making a payment to Cortexium, you confirm that:

• You are at least 18 years of age.
• You have the legal capacity and authority to enter into this Agreement on behalf of yourself or your organisation.
• You have read and understood these Terms and Conditions.

3. Service Description

Cortexium provides specialised AI engineering services in Malaysia and remotely. Our current service offerings include:

• Conversational Analytics — intent analysis and reporting layers for conversational interfaces (MYR 4,200 / 5–8 weeks)
• Federated Learning Implementation — distributed AI model training across privacy-constrained data environments (MYR 8,700 / 10–16 weeks)
• AI Proof-of-Concept Sprint — scoped hypothesis validation with functional prototype and go/no-go recommendation (MYR 1,800 / 2–3 weeks)

Exact scope, timeline, and deliverables for each engagement are defined in a Statement of Work agreed upon before project commencement. Services are subject to availability.

4. Engagement Process

1. Client submits an enquiry via the website contact form or direct communication.
2. Cortexium responds with a scoping call or written proposal within 2–3 business days.
3. A Statement of Work is issued, reviewed, and signed by both parties.
4. An initial invoice is issued upon SOW signing; work commences after receipt of payment.
5. Progress updates are provided at agreed intervals throughout the engagement.
6. Final deliverables are provided along with a closing summary and invoice.

5. Client Responsibilities

To enable Cortexium to deliver quality work, the Client agrees to:

• Provide timely access to relevant data, systems, and personnel as required by the engagement.
• Designate a point of contact with authority to make decisions during the project.
• Review and provide feedback on deliverables within agreed turnaround times.
• Ensure that any data shared with Cortexium is obtained and shared lawfully.
• Refrain from using Cortexium's work for any purpose outside the agreed scope without prior written consent.

6. Prohibited Activities

You must not use Cortexium's services or outputs to:

• Develop systems intended to cause harm, discrimination, or to deceive end users unfairly.
• Infringe on any third-party intellectual property rights.
• Violate applicable Malaysian law, including the Personal Data Protection Act 2010 (PDPA).
• Resell or redistribute Cortexium's methodologies or tooling without written authorisation.
• Misrepresent Cortexium's involvement or endorsement in any external communications.

7. Intellectual Property

Upon full payment of all invoices:

• Client-specific deliverables (reports, prototypes, dashboards) are transferred to the Client.
• Cortexium retains ownership of all underlying methodologies, frameworks, and reusable code components developed independently of this engagement.
• Cortexium is granted a non-exclusive right to reference the engagement type (without identifying the Client) in its portfolio, unless the Client requests otherwise in writing.

All pre-existing intellectual property brought to the engagement by either party remains the property of that party.

8. Payment Terms

• All prices are quoted in Malaysian Ringgit (MYR) and are exclusive of applicable taxes unless stated otherwise.
• A deposit (typically 50%) is required before project commencement; the balance is due upon delivery of final outputs.
• Payment is due within 14 days of invoice date unless otherwise agreed in writing.
• Late payments may attract a charge of 1.5% per month on the outstanding balance.
• Cortexium reserves the right to pause work on engagements where invoices remain overdue beyond 21 days.

9. Cancellation and Refund Policy

• Cancellations requested before project commencement will receive a full refund of any deposit paid.
• Cancellations after work has commenced will be settled on a pro-rata basis based on work completed at the time of cancellation.
• Cortexium reserves the right to terminate an engagement if the Client is in material breach of these Terms, with fees for work completed to date remaining payable.

10. Confidentiality

Both parties agree to:

• Keep all Confidential Information received from the other party strictly confidential.
• Use Confidential Information only for the purposes of the engagement.
• Not disclose Confidential Information to third parties without prior written consent, except as required by law.

This obligation survives the conclusion of any engagement for a period of three (3) years.

11. Disclaimers

Cortexium provides services on an "as-is" basis. While we apply care and professional judgment to every engagement:

• We do not warrant that AI models or outputs will achieve specific performance thresholds in production environments.
• Results from a Proof-of-Concept Sprint are indicative and do not constitute a commitment to outcomes at scale.
• Cortexium is not liable for decisions made by the Client based on insights or recommendations provided during an engagement.

12. Limitation of Liability

To the fullest extent permitted by Malaysian law:

• Cortexium's total liability under any engagement shall not exceed the total fees paid by the Client for that specific engagement.
• Cortexium shall not be liable for any indirect, consequential, incidental, or special damages, including loss of revenue or data.
• Nothing in these Terms limits liability for fraud, wilful misconduct, or death/personal injury caused by negligence.

13. Indemnification

The Client agrees to indemnify and hold harmless Cortexium, its directors, employees, and contractors from any claims, losses, or expenses arising from:

• The Client's misuse of deliverables or breach of these Terms.
• Any data provided by the Client that infringes third-party rights or violates applicable law.
• The Client's failure to comply with applicable regulations in deploying any outputs from an engagement.

14. Termination

• Either party may terminate an engagement with 14 days' written notice, subject to payment for work completed to that date.
• Cortexium may terminate immediately if the Client engages in conduct that is unlawful, harmful, or in fundamental breach of these Terms.
• Provisions relating to intellectual property, confidentiality, payment, and liability survive termination.

15. Dispute Resolution

In the event of a dispute:

1. Both parties agree to first attempt resolution through good-faith discussion within 14 days of the dispute arising.
2. If unresolved, the matter may be referred to mediation under the Malaysian Mediation Centre.
3. If mediation is unsuccessful, disputes shall be resolved by the courts of Malaysia, subject to the governing law below.

16. Governing Law

These Terms and Conditions are governed by the laws of Malaysia. Both parties submit to the exclusive jurisdiction of the courts of Selangor, Malaysia, without prejudice to any right of appeal.

17. General Provisions

• Entire Agreement: These Terms, together with any signed Statement of Work, constitute the entire agreement between the parties.
• Severability: If any provision is found invalid, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: The Client may not assign its rights under these Terms without Cortexium's prior written consent.
• Notices: Formal notices should be sent in writing to the addresses specified in the Statement of Work.

18. Changes to These Terms

Cortexium may update these Terms periodically. The updated version will be posted on our website with a revised "Last Updated" date. Continued use of our services after changes take effect constitutes acceptance of the revised Terms. For active engagements, material changes will be communicated directly to the Client.

19. Contact Information

For questions about these Terms and Conditions, please contact:

• Email: legal@cortexiumxs
• Address: 9 Jalan PJU 5/1, 47810 Petaling Jaya, Selangor, Malaysia
• Phone: +60 3-7493 6182