The fulfilment team will then add your required shifts to the Cortex system and additionally communicate with your registered workforce directly via the Cortex Smart app to ensure the shift is covered.
Our team will then track your shifts to completion, making sure assigned staff confirm attendance 18 hours before the shift, and that they check-in once on site.
Filling a temporary shift couldn’t be made easier, our fulfilment team operate in a similar way to a call centre and are available 24 hours a day, 365 days a year from our UK head-quarters.
Contact aware, they are on stand-by to ensure your shifts are fulfilled.
Rather than calling around your workforce and agencies to fill a vacancy, we register all your permanent, non permanent and your, approved agencies to the Cortex fulfilment portal.
Having all your available workforce in one place makes life much easier when you need to fill a temporary shift.
Effective day 25 May 2020
This data processor agreement sets forth Customer’s rights and obligations as the data controller (“Data Controller”) and Cortex’s rights and obligations as the data processor (“Data Processor”) when Cortex processes personal data on the Customer’s behalf when providing the Services.
2.1 Data Processor undertakes to only process personal data in accordance with documented instructions from the Data Controller. The Data Controller’s initial instructions to the Data Processor regarding the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects are set forth in this data processor agreement and in Appendix 1.
2.2 The Data Processor confirms that all personal data is processed, whether by the Data Processor or via a pre-approved sub-processor, within the European Union.
2.3 The Data Controller confirms that, except for any written instruction provided in specific cases according to clause 2.3, the obligations of Data Processor set out in this data processor agreement, including Appendix 1, constitutes the full and complete instructions to be carried out by Data Processor. Any changes to the Data Controller’s instructions shall be negotiated separately and, to be valid, documented in writing in Appendix 1, and duly signed by both parties.
2.4 The Data Processor shall, to the extent required under applicable data protection laws and in accordance with the Data Controller’s written instruction in each case, assist the Data Controller in fulfilling its legal obligations under such laws.
3.1 If data subjects, competent authorities or any other third parties request information from Data Processor regarding the processing of personal data, Data Processor shall refer such request to the Data Controller. Data Processor may not in any way act on behalf of or as a representative of the Data Controller and may not, without prior instructions from the Data Controller, transfer or in any other way disclose personal data or any other information relating to the processing of personal data to any third party.
3.2 In the event Data Processor, according to applicable laws and regulations, is required to disclose personal data that Data Processor processes on behalf of the Data Controller, Data Processor shall be obliged to inform the Data Controller thereof immediately and request confidentiality in conjunction with the disclosure of requested information.
4.1 The Data Processor may engage sub-processors without the Data Controller’s prior approval. The Data Processor shall ensure that sub-processors are bound by written agreements that require them to comply with the same data processing obligations to those contained in this data processor agreement. Appendix 2 contains a list of pre-approved sub-processors as of the date of entry into force of the data processor agreement.
4.2 The Data Controller recognises and accepts that Data Processor, in accordance with what is stated in Appendix 2, is engaging various pre-approved sub-processors (as described in Third Parties). Provided that and to the extent it does not cause Data Controller or Data Processor to be in breach of applicable data protection laws, Data Processor shall not be obliged to enforce on these Third Parties other obligations regarding the processing of personal data than what is regulated in the Third Parties own data processing agreement that been entered into between a Third Party and the Data Processor.
4.3 The Data Processor shall not, save for the Data Controller’s prior approval, transfer any personal data outside of the EU/EES. If any personal data is transferred to outside of the European Union the Data Processor shall ensure that there is a legal basis in accordance with applicable data protection laws for these transfers. Such legal basis can consist of, e.g., the European Commission’s model clauses, which grant legal basis for Data Controllers within the EU/EES to transfer personal data to Data Processors outside of the EU/EES. The Data Controllers authorises the Data Processor to on behalf of the Data Controller enter into the European Union’s model clauses with such sub-processors which the Data Processor may engage in accordance with clause 4.1 (2017/87/EU).
5.1 Data Processor shall be obligated to fulfil any legal obligations imposed on it regarding information security under applicable data protection laws and shall, in any case, take appropriate technical and organisational measures to protect the personal data which is processed.
5.2 Cortex’s current security procedures are described in Security Policy section.
5.3 The Data Processor undertakes not to, without the Data Controller’s prior written consent, disclose or otherwise make personal data processed under this data processor agreement available to any third party, except for sub-processors engaged in accordance with this data processor agreement.
5.4 The Data Processor shall be obliged to ensure that only such staff and other Data Processor representatives that directly require access to personal data in order to fulfil the Data Processor’s obligations in accordance with this data processor agreement have access to such information. The Data Processor shall ensure that such staff and other
Data Processor representatives are bound by a confidentiality obligation concerning this information to the same extent as the Data Processor in accordance with this data processor agreement.
6.1 Data Processor shall inform the Data Controller without undue delay after becoming aware of any accidental or unauthorised access to personal data or any other security incidents (personal data breach).
6.2 Data Processor shall assist Data Controller with any information reasonably required to fulfil its data breach notification requirements.
7.1 The Data Controller shall be entitled to take measures necessary to verify that Data Processor is able to comply with its obligations under this data processor agreement and that Data Processor has in fact undertaken the measures to ensure such compliance. Data Processor undertakes to make available to the Data Controller all information and all assistance necessary to demonstrate compliance with the obligations laid down in this data processor agreement and allow for and contribute to audits, including on-site inspections, conducted by the Data Controller or another auditor mandated by the Data Controller.
7.2 The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction provided to Data Processor when Data Controller exercises its rights under section 7.1 above, infringes applicable data protection laws.
8.1 Upon expiry of this data processor agreement, the Data Processor will, if not instructed otherwise in writing by the Data Controller, erase any personal data processed under this data processor agreement ninety (90) days after the expiry date.
8.2 Upon request by the Data Controller, Data Processor shall provide a written notice of the measures taken regarding the personal data set out in clause 8.1.
9.1 In light of the formulation of the Services. the Data Processor shall be entitled to compensation for processing of personal data required by the Data Controller in accordance with what is stated in this clause 9.
9.2 The Data Processor will be entitled to reasonable compensation to the extent the Data Controller i) requires the Data Processor to assist the Data Controller in accordance with clauses 2.3, 3.1 and/or 6.2, ii) requires an audit in accordance with clause 7, and/or iii) requires measures to be made following upon completion of processing in accordance with clause 8. The right to compensation only applies to the extent the measure is not already part of the Services or the Services’ functionality. The Data Processor shall be entitled to compensation on a time and material basis, applying Data Processor’s at the time applicable hourly rates.
9.3 In case of changed instructions in accordance with clause 2.1 the Data Processor shall be entitled to compensation for any documented additional costs for the performance of the Services which are due to the change, unless the change is caused by general demands on the Services that cannot be specifically attributed to the Data Controller, e.g. amendments or changes to applicable legislation or industry standards. The Data Processor shall further not be entitled to compensation to the extent the change otherwise corresponds to the obligations that a supplier of similar services as the Services normally can be expected to offer to its customers on reasonable terms and conditions.
Appendix 1
Data Processing Instructions
Purposes
Categories Of Data
Name, Profile images, ID number, Date of birth, Gender, Address, Phone number, Email address, Employment classification, Identity validation, Tags, Ratings, Internal notes, Next of kin, Roles, Skills and certifications, Experience, Work history, Schedule details, Task details, Salary and expenses details, Absence and other situation details, Customer agreement details, Job and Company application details, Attributes, and Chat/Notification messages.
Categories Of Data Subjects
Customers, Customer Employees and Workers.
Processing Operations
Collection, registration, storing, processing and distribution.
Location Of Processing Operations
Processing operations are located in EU with hosting in Frankfurt and Dublin through AWS.
Information Security
Please refer to Cortex’s Security Policy.
Appendix 2
Pre-approved sub-processors are detailed in the Third Parties Policy.
Effective day 25 May 2020
Cortex engages certain onward sub processors that may process personal data submitted to our portal. These sub-processors are listed below, as may be updated by us from time to time:
Effective day 25 May 2020
As used in this Cookie Policy (“Policy”), “Cortex,” “us” and “we” refers to Cortex. This Policy explains how Cortex use cookies and similar technologies to recognise you when you visit our websites. For the purposes of this Policy, the term, “Websites”, shall refer collectively to, including without limitation Cortex Website, Cortex App, and any successor URLs, mobile or localised versions and related domains / subdomains (“Websites”) and/or our mobile application (“App”) and / or our admin platform (“Platform”). It explains what these technologies are and why we use them, as well as your rights to control our use of them.
1. Does Cortex Use Cookies?
Yes. Cortex and our marketing partners, affiliates, and analytics or service providers use cookies and other technologies to ensure everyone who uses the Websites has the best possible experience.
2. What Is A Cookie?
A cookie is a small text file that is placed on your hard drive by a web page server. Cookies contain information that can later be read by a web server in the domain that issued the cookie to you. Some of the cookies will only be used if you use certain features or select certain preferences, and some cookies will always be used. You can find out more about each cookie by viewing our current cookie list below. We update this list quarterly, so there may be additional cookies that are not yet listed. Web beacons, tags and scripts may be used in the Websites or in emails to help us to deliver cookies, count visits, understand usage and campaign effectiveness and determine whether an email has been opened and acted upon. We may receive reports based on the use of these technologies by our service/analytics providers on an individual and aggregated basis.
3. Why Does Cortex Use Cookies?
When you visit our Websites, we may place a number of cookies in your browser. These are known as First Party Cookies and are required to enable to hold session information as you navigate from page to page within the website. For example, we use cookies on our Websites to understand visitor and user preferences, improve their experience, and track and analyse usage, navigational and other statistical information. You can control the use of cookies at the individual browser level. If you elect not to activate the cookie or to later disable cookies, you may still visit our Websites, but your ability to use some features or areas of the Websites may be limited.
4. How To Disable Cookies
You can generally activate or later deactivate the use of cookies through a functionality built into your web browser. To learn more about how to control cookie settings through your browser:
If you want to learn more about cookies, or how to control, disable or delete them, please visit http://www.aboutcookies.org for detailed guidance. In addition, certain third-party advertising networks, including Google, permit users to opt out of or custom preferences associated with your internet browsing. To learn more about this feature from Google, click here.
Many jurisdictions require or recommend that website operators inform users/visitors as to the nature of cookies they utilise and, in certain circumstances, obtain the consent of their users to the placement of certain cookies.
The Websites include third-party social media features, such as the Facebook Like button, and third-party widgets, such as the ‘Share This’ button or interactive mini-programs that run on the Websites. These features may collect your IP address, which page you are visiting on the Websites, and set a cookie to enable the feature to function properly. Your interaction with these features is governed by the privacy policy of the third party company providing it.
We may use any of the following categories of cookies on the Websites as detailed below.
Each cookie falls within one of the four following categories:
List of Cookies used on the Websites:
6. Cookies Subject To Change
The content of this Policy is for your general information and use only. These cookies are subject to change without notice. You acknowledge that this information may contain inaccuracies or errors and is subject to change and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
7. Cookies Used In Our Services
In addition to using cookies on our Websites as described above, we also use cookies and other tracking technologies in connection with your access to and use of the products and services which we market for subscription on our Websites (our “Services”).
8. Updating This Policy
If there are any material changes to this Policy, you will be notified by the posting of a prominent notice on our Websites prior to the change becoming effective. We encourage you to periodically review this page for the latest information on the Policy. Your continued use of the Websites constitutes your agreement to be bound by such changes to this Policy. Your only remedy, if you do not accept the terms of this Policy, is to discontinue use of and access to the Websites.
9. More Information
Hopefully, this has clarified things for you and as was previously mentioned if there is something that you aren’t sure whether you need or not it’s usually safer to leave cookies enabled in case it does interact with one of the features you use on our site. However, if you are still looking for more information please contact us at business@cortexhealthcare.co.uk.
Effective day 19 August 2020
This Cortex Staff Agreement, together with its appendices (the “Terms”) are effective as of the Effective Date and in conjunction with any other terms and conditions of use which are incorporated herein by reference which may be posted on our site and/or Services govern your access to and use of Cortex (“Cortex”, “we”, “us” or “our”) on-demand Staff management software and the related applications and services offered by Cortex. By accepting these Terms, by clicking a box indicating your acceptance, or by executing an order form that references these Terms (an “Order Form”), you agree to all of the terms set forth herein and in any such Order Form.
1. Scope
1.1 These Terms, including any appendices and the Order Form (if any), govern your use of the Services.
1.2 Any capitalised terms not otherwise defined in these Terms shall have the meanings given in clause 15 of these Terms.
1.3 In the event of any conflict between these Terms and any terms set out in any Order Form, these Terms shall prevail.
2. Services
2.1 Cortex offers the Services solely for the purposes of allowing you and other suppliers and/or freelancers to advertise your Staff Services for Client Users and for Cortex and/or Client Users to contact, find and engage with you for such certain Staff Services under a separate Staff Services Agreement between you and the Client Users. For the provision of the Services, you permit Cortex and the Client Users to view Your Data, contact you and engage with you for Staff Services.
2.2 In consideration of your grant of the licence to use Your Data set out in clause 7.2, we shall provide the Services in accordance with these Terms.
2.3 You may use the Services without charge, subject to your compliance with these Terms and conditions, if applicable, for the Subscription Term solely for your business purposes.
2.4 Additional terms and conditions of use of the Services may appear on the registration page or other pages for such Services and such terms and conditions are incorporated into these Terms by reference and are legally binding.
3. Independent Contractor
3.1 The parties to these Terms are independent contractors. Nothing in these Terms are intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as employee or agent for, or to bind, the other party in any way.
3.2 You acknowledge and agree that you are free to determine (i) how and what Staff Services are performed by you; and (ii) if you decide to and how you engage with any Client Users, and are free to reject any request for Staff Services.
3.3 Client Users may choose to accept or reject any Staff Services offered by you through our Services and to negotiate the fees, timings and details of any Staff Services to be provided under a Staff Services Agreement and all negotiations are between you and such Client Users only and do not involve us in any way.
4. Payment Of Staff Services And Tax Obligation
4.1 You agree and acknowledge that you will be paid directly by a Client User as agreed in your Staff Services Agreement and that we shall have no liability to you (i) to make any payments to you under or in connection with these Terms or any Staff Services Agreement; or (ii) for any delay in payment or non-payment of such fees owed to you under a Staff Services Agreement by such Client Users. You further agree and acknowledge that we may, to the maximum extent permitted by law, hold on record such payment and account information you provide for the Subscription Term and in accordance with our Privacy Policy.
4.2 Taxes and Reporting. You are responsible for payment and reporting of any and all taxes related to your usage of the Services and under any Staff Services Agreement. Cortex is not responsible for or obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes.
5. Your Obligations
5.1 You represent and warrant that you:
5.1.1 shall only access and use the Services solely for the intended use of the Services as described in these Terms and the Documentation
5.1.2 are acting as and performing any Staff Services as an independent contractor;
5.1.3 shall provide adequate, accurate and complete information about your capabilities to provide Staff Services and in response to any application questions as may be requested by Client Users in respect of any potential or actual engagement with you;
5.1.4 will only accept requests for services by Client Users that you are capable of completing in a timely fashion and in accordance with the requirements specified by such Client Users;
5.1.5 are solely responsible for any Staff Services you offer through the Services and are liable to any Client User’s using such services under your Staff Services Agreement;
5.1.6 shall provide all necessary co-operation and information as may be reasonably required by us in order to provide the Services;
5.1.7 shall ensure that you use the Services and Documentation in accordance with these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms and only use the Services for lawful purposes and the purposes permitted under these Terms. You shall be liable for any Authorised User’s breach of these Terms;
5.1.8 shall be solely responsible for procuring and maintaining your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to your network connections or telecommunications links;
5.1.9 shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us;
5.1.10 shall not include any Inappropriate Content or Viruses or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other party. You further agree to not include any personal data which you do not want to be made publicly available to all Client Users or to other users of the Services and to the extent you do provide such information. We shall not be liable for any use and publishing of such data. We reserve the right but are not obligated to remove such content where, in our sole and reasonable discretion, we suspect such content to be Inappropriate Content, upon notice to you;
5.1.11 shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Your Data in the use of the Services. We shall not be liable for any errors or inaccuracies in any of Your Data or beyond our responsibility to accurately reproduce Your Data on your instruction;
5.1.12 shall be responsible for obtaining all necessary licences and consents required to use Your Data (if any, and including but not limited to those from the owners or licensees of any third party information) and as part of the Services and you warrant and represent that such licences and consents have been obtained; and
5.1.13 possess the skill sets, experience and expertise, and if you an individual the good character, described in Your user profile;
5.1.14 have and shall maintain adequate insurance for your obligations under these Terms and the Staff Services you provide to Client Users and at a minimum in accordance with applicable laws;
5.1.15 may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
5.2 When using the Services you shall at all times:
5.2.1 conduct your business with the highest of ethical standards and fairness;
5.2.2 treat and communicate with Client Users in a respectful and professional manner at all times; and
5.2.3 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
5.3 You shall indemnify, defend and hold us harmless from all claims, liabilities, losses, damages, cost and expenses arising out of or in connection with: (i) your breach of these Terms; (ii) any Staff Services Agreement or other agreement you enter into with any Client Users; (iii) Your Data; or (iv) your acts or omissions, including without limitation any negligent or fraudulent acts or omissions of you in connection with your use of the Services or the provision of any Staff Services; or (v) breach or violation of any applicable laws or rights of any third party.
6. Warranty And Exclusions
6.1 Services.
6.1.1 The Services are provided “as is” and “as available” without any warranty and without any support whatsoever (except for any support we may offer at our discretion from time to time).
6.1.2 You use the Services entirely at your own risk and we (and our affiliated companies and suppliers) do not make any representations and disclaim all warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non-infringement.
6.1.3 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
6.2 We cannot and do not guarantee verification of each Client User’s identity and/or the information contained in their user profiles or the ability or willingness of any Client User’s to fulfil its obligations with respect to Staff Services Agreements including that Client User’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any Client User you engage with and that Client User’s suitability with respect to a Staff Services Agreement, including such Client User’s ability to provide payment in a timely manner.
6.3 We do not and cannot control the flow of data to or from the network where our platform resides and other portions of the internet, including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). We cannot guarantee that such events will not occur. Accordingly, we, our associated companies, suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and you shall have no claim in respect thereof. Our website and Services may contain links to websites operated by third parties and these links are for convenience only. We are not responsible and we and our associated companies, suppliers and subcontractors disclaim any and all liability for their content and privacy policies and do not endorse any linked material.
7. Your Data
7.1 You shall own and retain full ownership of Your Data and shall have sole responsibility for the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data.
7.2 Solely for the provision of the Services, you grant us and our associated companies a non-exclusive, worldwide, perpetual licence to host, copy, transmit and display Your Data and where applicable to incorporate Your Data with the Cortex Data only as necessary for the provision of the Services. You further grant us and our associated companies a non-exclusive, worldwide, transferable, perpetual licence to transfer Your Data to our third party service providers, only to the extent required for the provision of the Services.
7.3 You acknowledge that we are neither obliged nor able to edit and modify Your Data and have no obligation to monitor any information on the Services and we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services, including without limitation the data of Client Users or any other users of the Services. You further acknowledge that (i) you are responsible for all Your Data and (ii) any communication with others while using the Services is your sole and exclusive responsibility and (iii) we will not be held responsible or liability in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws arising or relating to Your Data. We are further not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application.
7.4 You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Services when you are not using them. We will not be liable to you for any loss, misuse, unauthorised access, disclosure, alteration or destruction as result of your breach of this clause.
7.5 You further agree and acknowledge that some of Your Data used for the provision and use of the Services may be Personal Data (as defined by Applicable Data Protection Laws) and that such Personal Data may be made available on the Services for any and all Client Users to view and access for the purposes of their use of our services and to engage with you for Staff Services under a Staff Services Agreement. Any such availability of Your Data on our website and Services will be at your sole option and risk. You will be warned of such availability of Your Data by notices displayed on our website at the time of making such data available on the Services for any and all Client Users to view and access.
7.6 We reserve the right to remove any of Your Data (or third party information) which we reasonably believes breaches any laws or regulations, any third party’s rights, these Terms and/or is deemed Inappropriate Content. We will notify you if we remove any of Your Data (or third party information) in accordance with this clause. We disclaim all liability of any kind in respect of Your Data, third party information and any other material which can be accessed using the Services and for any fraud committed in connection with the Services.
8 Privacy
8.1 By using the Services you acknowledge we will process certain of your Personal Data in accordance with our Privacy Policy and we will comply with Applicable Data Protection Laws in respect of such processing.
9 Confidentiality
9.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the receiving party’s lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
9.3 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.4 You acknowledge that details of the Documentation, the Services, the Cortex Data, excluding Your Data and the results of any performance tests of the Services, constitute our Confidential Information.
10 Cortex IP Ownership
10.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and all related software and applications, the Cortex Data (excluding Your Data) and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our software, Services or the Documentation.
11 Limitation Of Liability
11.1 Subject to clause 11.3 and to the maximum extent permitted by applicable law, Cortex shall have no liability to you under or in connection with these Terms (whether due to breach of contract, tort (including negligence) or otherwise and in no event will Cortex be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. We accept no liability for failure to maintain any level of availability of the Service. To the extent any liability may arise under these Terms, our aggregate liability under or in connection with these Terms, (whether due to breach of contract, tort (including negligence) or otherwise), shall in no event exceed £100.
11.2 In addition to the other exclusions set out in this clause 11, we shall have no liability:
(a) for or under any Staff Services Agreement or other agreement entered into between you and any Client Users;
(b) for any non-payment or delay in payment by Client Users or any other breach of a Staff Services Agreement or other agreement between you and any Client Users;
(c) for any Staff Services you perform for any Client Users;
(d) where any failure to provide the Services is caused by:
(i) a network, hardware or software fault in equipment which is not under our control;
(ii) any act or omission by you;
(iii) use of the Services contrary to these Terms; or
(iv) any unauthorised access to the Services including a malicious security breach.
11.3 The exclusions in this clause 11 shall apply to the fullest extent permissible at law but neither party limits or excludes liability for death or personal injury caused by its negligence, or of its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law.
11.4 You assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for any conclusions drawn from such use and for any agreements, including without limitation Staff Services Agreements you enter into with any Client Users and the provision of Staff Services under such agreements. We shall have no liability for any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services, or any actions taken by us at your direction in your use of the Services or engagements with any Client Users.
12 Term And Termination
12.1 These Terms shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue until the earlier of: (i) the date on which you cease use of the Services; or (ii) the date on which we terminate your use of the Services for any reason at any time on notice to you (“Subscription Term”).
12.2 In addition to our right to terminate these Terms and your use of the Services without liability to you at any time with or without prior notice, we may also terminate these Terms without liability to you at any time upon notice to you:
(a) if you are in breach of any of your obligations under these Terms and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
(b) in the event you voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
12.3 On termination of these Terms for any reason:
(a) all rights of use granted under these Terms shall immediately terminate and you shall cease the use of the Services;
(b) each party shall return and make no further use of any equipment, property, Services and Documentation, Confidential Information and other items (and all copies of them) belonging to the other party;
(c) except where we are required by law to retain a copy of Your Data in accordance with applicable law or regulations, we may destroy or otherwise dispose of any of Your Data in our possession unless we receive, no later than ninety (90) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of Your Data. We shall deliver the back-up to you following our receipt of such a written request. You shall pay all reasonable fees and expenses incurred by us in returning or disposing of Your Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13 Variation Of Services
13.1 We may vary the Services at any time and without any liability to you. We will notify you of any such changes.
14 General
14.1 Entire Agreement. These Terms together with the Privacy Policy set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with these Terms shall not be binding on us. In entering into these Terms you acknowledge and agree that you have not relied on any representations made by us except as set forth in these Terms. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.
14.2 Waiver. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
14.3 Invalid provisions. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.4 Governing Law and Jurisdiction. These Terms will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.
14.5 Third Party Rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce, or to enjoy the benefit of, any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under these Terms.
14.6 Sub-contracting and Assignment. You may not assign or otherwise transfer these Terms or any of your rights or obligations or purport to do any such acts under them to any third party without our prior written consent. We shall have the right, upon written notice to you, to assign these Terms to any of our affiliated companies, or to an entity resulting from a merger, acquisition or other business reorganisation of our business. In addition, we shall have the right to sub-contract any of our obligations hereunder to a third party, provided that we shall continue to remain responsible for the performance of the Services hereunder. Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.
14.7 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.8 Force Majeure. We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our Staff or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm. We shall provide you with notice of such an event and its expected duration.
14.9 Notices. All notices to be given under these Terms shall be given in English in writing. You will give all notices under or in connection with this Agreement to the address stated at the beginning of these Terms, or otherwise provided to you on our website or notified by us to you in writing. You agree and consent to receiving all notices and communications from us under or in connection with these Terms electronically. We will provide any such notices and communications by posting them on our website or emailing them to you via the email you provided in the registration process. By giving your consent you are confirming that you have access to the necessary equipment to receive and open any such notices. You may withdraw your consent on written notice to us and request paper copies at any time.
14.10 Variation. Save as otherwise expressly stated in these Terms, these Terms may be varied by us at any time upon 15 days prior notice to you of such changes. Such notice may be provided via a notification on our platform or through your email addresses provided upon registration.
14.11 Survival. In addition to those provisions which by their nature are intended to survive any termination of these Terms, clauses 8, 9, 10, 11, 12 and 14 of these Terms shall survive such termination or expiration of these Terms.
14.12 Export Control. The Services, the Documentation and other Cortex materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. You agree that you will not submit the Services, the Documentation or other Cortex materials to any government agency for licensing consideration or other regulatory approval without our prior written consent and will not export the Services, Cortex Data, Documentation or Cortex materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where you are registered, and any foreign countries with respect to the use of the Services, Documentation or other Cortex materials by you and your users. You will not engage in any activity that would cause Cortex to be in violation of any such export control laws and regulations.
15 Definitions
Capitalised terms not otherwise defined in these Terms shall have the meanings set out below:
“Applicable Data Protection laws” means Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data (also known as the General Data Protection Regulation or GDPR) and any act of UK parliament which brings this into force, and any other applicable data protection laws and regulations regarding the privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws);
“Client User” means a user of our on-demand Staff management software who engage with or is seeking to engage with you for Staff Services or other Staff for their services;
“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such, identified as Confidential Information in clause 9, is otherwise information that a reasonable person would consider to be confidential, and/or any Client Users information which is provided to you by any Client Users or by any Clients Users through its use of the Services or through Us in connection with the Services;
“Staff Services Agreement” means the separate and independent agreement you enter into with Client Users as between you and such Client User(s) for the Staff Services;
“Staff Services” means the services you offer to Client Users through our Services and provide to Client Users as an independent contractor under a Staff Services Agreement;
“Documentation” the document(s) made available to you by Cortex which set(s) out a description of the Services and the user instructions for the Services;
“Effective Date” the date of acceptance of these Terms on the earlier of you (i) clicking a box indicating your acceptance of these Terms, (ii) accessing or using the Services or (iii) executing an Order Form that references these Terms;
“Inappropriate Content” content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;
“Intellectual Property Rights” including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;
“Cortex Data” (i) the database of Client Users who are using our on-demand Staff management software and any other information or data provided by us as part of the Services; (ii) the Staff Database; and (iii) any metadata extracted by us from your use of the Services to be used to provide the Services or other services;
“Privacy Policy” our then current Privacy Policy found at www.Cortex.co/terms-and-policies/privacy;
“Service” our on-demand Staff management software offering which allows Staff to advertise their services, be contacted by Cortex and/or potential clients, and engage with potential clients for the provision of services, as further described in clause 2, and the Documentation made available to you to use in accordance with these Terms without charge, including: (i) use of our software offering in accordance with these Terms, (ii) access to the Cortex Data; and (ii) use of the Cortex hosting platform;
“Subscription Term” has the meaning given in clause 12.1;
“Taxes” includes without limitation withholding, sales, use, excise, value-added tax and similar taxes but shall not include taxes based on our gross income;
“Virus” anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;
“Staff Database” the database of all Staff using the Services or such other Staff management services we may offer to our clients, including Your Data;
“Your Data” the data and information you provide us (including without limitation the information to facilitate payment to you through our the Client User) and/or inputted by you, or us on your behalf for the purpose of using the Services or facilitating your use of the Services or data collected and processed by or for you through your use of the Services, but excluding Cortex Data.
Effective day 19 August 2020
This Cortex Fulfilment Customer Agreement, together with its appendices (the “Terms”) is effective as of the Effective Date and in conjunction with any other terms and conditions of use which are incorporated herein by reference which may be posted on our site and/or Services govern your access to and use of Cortex Fulfilment Ltd (“Cortex Fulfilment”, “we”, “us” or “our”) on-demand workforce management software and the related applications and services offered by Cortex Fulfilment. By accepting these Terms, either by clicking a box indicating your acceptance, registering to use the Services, accessing or using the Services, or by executing an order form that references these Terms (an “Order Form”), you agree to all of the terms set forth herein and in any such Order Form.
If you are using the Services as an individual you represent that you are at least 18 years of age and can form legally binding contracts and if you are using such services on behalf of an organisation, you are agreeing to these Terms for that organisation and representing that you have the authority to bind that organisation to these Terms. In that case, “you” and “your” will refer to that organisation. You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
These Terms, including any appendices and the Order Form(s), govern your use of the Services. The defined terms set out in these Terms shall have the meanings given in section 10 of these Terms. In the event of any conflict between these Terms and any terms set out in an Order Form, these Terms shall prevail.
1.1 In respect of your use of the Services, you represent and warrant that you shall:
1.1.1 only access and use the Services solely for the intended use of the Services, for lawful purposes only and in accordance with these Terms, the Documentation and all applicable laws and regulations. You shall be liable for any User’s breach of these Terms and shall ensure all Admins keep a secure password for his/her use of the Services;
1.1.2 provide adequate, complete and accurate information in respect of the provision and your use of the Services and provide all co-operation as may be reasonably required by us in order to provide the Services;
1.1.3 be solely responsible for procuring and maintaining your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to your network connections or telecommunications links;
1.1.4 use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us;
1.1.5 shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Your Data and for the accuracy and completeness of all information provided by You in respect of the Staff Classification Services. We shall not be liable for any errors or inaccuracies (i) in any information provided by You and/or Staff in respect of the Staff Classification Services, (ii) in any of Your Data or (iii) in any changes or modifications to any of Your Data by us upon your written instruction beyond our responsibility to accurately reproduce Your Data on your instruction; and
1.1.6 treat and communicate with Staff in a respectful and professional manner at all times.
1.2 You shall not and shall ensure Admins shall not:
1.2.1 transmit any Viruses or transmit, access, store or distribute any material, including without limitation Your Data, during the course of your use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) is otherwise illegal or causes damage or injury to any person or property;
1.2.2 access all or any part of the Services and/or Documentation in order to build a product or service which competes in whole or part with the Services and/or the Documentation;
1.2.3 include any Inappropriate Content, Viruses, malicious programs or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the infringement of any Intellectual Property Rights of any other party;
1.2.4 reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form all or any part of the Software;
1.2.5 modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Software, the Services and/or Documentation, or otherwise make the Software, the Services and/or Documentation available to any third party except the Admins;
1.2.6 falsify Staff identification information; or
1.2.7 at any time disclose any information concerning Staff or any other users that is not already contained in the public domain, except to the extent expressly permitted by Staff or other users.
1.3 We reserve the right, without liability or prejudice to our other rights, to (i) disable your access and your Admins’ access to the Services for any material breach of the provisions of section 2.2; and/or (ii) upon notice to you to remove content (including without limitation Your Data) where, in our sole and reasonable discretion, we suspect such content breaches any laws or regulations, third party rights or these Terms and/or is deemed to be Inappropriate Content or is otherwise unlawful.
2.1 You acknowledge and agree that we are not a service company providing services through Staff and do not employ any Staff and all Staff are providing such Staff Services as independent contractors under a separate agreement with you. You bear all risk and cost of operating your own business, including the risk of loss. Nothing in these Terms are intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as an employee or agent for, or to bind, the other party in any way. You acknowledge and agree that you are free to determine (i) if you want to engage with a Staff (ii) the Staff Services you select or reject; and (iii) how you engage with any Staff (including the terms upon which you engage with such Staff under a Staff Services Agreement). All negotiations are between you and the relevant Staff for Staff Services and you and such Staff are free to negotiate the fees, timings and details of any Staff Services to be provided under a Staff Services Agreement. Nothing in these Terms is intended to prohibit or otherwise limit your ability to engage, and negotiate with, Staff.
2.2 The Staff Classification Services and any results of such services are provided solely to support your own determination of the employment classification of those Staff whom you have selected to engage with for Staff Services and is in no way a conclusive determination of such classification. Such information is based on: (i) the Staff and your submission of accurate and complete information in respect of any Staff; and (ii) correct use by you and Staff of the Services. You further acknowledge and agree that any results obtained from such Staff Classification Services may change at any time after the date of the provision of such Staff Classification Services for a Staff and/or during the provision of such Staff Services to you.
2.3 As part of the Services, you will have access to a registration page which will enable you to collect information from prospective Staff (“Prospects”) to register their interest in providing services to you and upload their application details. Once a Prospect has been selected by you at your sole option for the provision of their service(s) and you have entered into a Staff Services Agreement with such Prospects, each such Prospect will be added to our Workforce Database. Any details of any Prospects uploaded to the Registration Page and/or added to the Workforce Database shall be owned by us and subject to separate terms between Staff and us. Any result of such services are provided solely to support your own Staff sourcing efforts and the responsibility of determining the Staff suitability and quality lies solely with You.
3.1 You shall own and retain full ownership of Your Data and shall have sole responsibility for: (i) the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data; and (ii) for obtaining all necessary licences and consents required to use Your Data (if any, and including but not limited to those from the owners or licensees of any third party information) as part of the Services and you warrant and represent that such licences and consents have been obtained.
3.2 Solely to provide you with the Services, you grant us and our Associated Companies who require access to Your Data in order to provide the Services, a non-exclusive, worldwide, perpetual licence to (i) host, copy, transmit and display Your Data and to incorporate Your Data with the Cortex Fulfilment Data; and (ii) where necessary, to transfer Your Data to third party service providers used by Cortex Fulfilment, only as necessary for us, to provide the Services in accordance with these Terms. You further grant us and our Associated Companies a non-exclusive, worldwide, perpetual licence to use, host, transmit and display, post-termination of these Terms, any Staff contact details provided by or on behalf of you, to the extent such information and/or data is deemed Your Data.
3.3 You acknowledge that we are neither obliged nor able to edit and modify Your Data and have no obligation to monitor any information on the Services and we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services, including without limitation data and information of Staff. You further acknowledge that (i) you are responsible for all Your Data, and (ii) any communication with others while using the Services is your sole and exclusive responsibility, and (ii) we will not be held responsible in any way for any intellectual property infringement or violation, or the violation of any other person’s rights or any laws arising or relating to Your Data. We are further not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application. We expressly disclaim all liability for any fraud committed in connection with the Services. You agree to indemnify and save us and our Associated Companies harmless from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of Your Data, to the extent not caused by Cortex Fulfilment’s willful misconduct.
3.4 We shall follow our archiving procedures for Your Data as set out in our back-up policy as such document may be amended by us in our sole discretion from time to time, with any such amended version to be made available to you. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use commercially reasonable efforts to restore such lost or damaged data from the latest back-up of Your Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party, (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up) unless solely caused by our negligence.
3.5 By using the Services, you acknowledge, accept and agree with all provisions of the Privacy Policy as made available by us to you, including, without limitation, our use of Your Data in accordance with such Privacy Policy. We will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorised access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of theServices when you are not using them.
3.6 Each party shall comply with Applicable Data Protection Laws. The parties acknowledge that under these Terms either party may be a processor or controller (as defined in Applicable Data Protection Laws) in different scenarios and where a party is to process Personal Data belonging to the controller under these Terms and/or an Order Form, the parties shall set out in the applicable Order Form: (i) the subject matter and duration of the processing; (ii) the nature and purpose of the processing; and (iii) the type of Personal Data and categories of data subject. The parties agree that the processing obligations set out in the Data Processor Agreement, shall apply to each party as the processor (if applicable).
4.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
4.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
4.1.2 was in the receiving party’s lawful possession before the disclosure;
4.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
4.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
4.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
4.3 The obligations of confidentiality under this section 5 shall survive the expiration or termination of these Terms for a period of five (5) years, except for any information which is deemed a trade secret in respect of which the obligations of confidentiality hereunder shall survive for as long as such information remains a trade secret.
5.1 You acknowledge and agree that we and/or our licensors, as applicable, own all Intellectual Property Rights in and to the Services, and all related Software, applications, trademarks and trade names, the Cortex Fulfilment Data, and the Documentation. There are no implied terms under these Terms and except as expressly stated herein, these Terms do not grant you any rights to, or in, any such Intellectual Property Rights or any other rights or licences in respect of the Services, and all related Software, applications, trademarks and trade names, the Cortex Fulfilment Data, or the Documentation.
5.2 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing software, documentation, products or services which are the same or similar to those provided under these Terms.
6.1 Subscription Term. Where you have purchased the Services as set out in the applicable Order Form, we shall provide you access to use the applicable Services during the Subscription Term (or such other subscription period as may be agreed by the parties in the applicable Order Form for a particular Service) in accordance with these Terms and in particular this section 7.
6.2 Licence. Subject to you purchasing the Admin Subscription(s), Active Staff Subscriptions and/or App Subscriptions for the Services as selected for purchase in the applicable Order Form, we hereby grant to you a non-exclusive, non-transferable and sub licensable licence to permit the Admins to use the applicable Services and the related Documentation during the Subscription Term (or such other subscription period as may be agreed by the parties in the applicable Order Form for a particular Service) solely for your internal business operations and in accordance with these Terms.
6.3 Admins. In respect of the Admins of the Services, you agree that the maximum number of Admins that you authorise to access and use the Services and Documentation shall not exceed the number of Admin Subscriptions you have purchased. You will not allow any Admin Subscription to be used by more than one per individual Admin unless it has been reassigned in its entirety to another individual Admin, in which case the prior Admin shall no longer have any right to access or use the Services and/or Documentation.
6.4 Audit Rights. To enable us to ensure your use of the Services is in accordance with the Order Form and these Terms, you shall (i) upon our reasonable request, provide evidence of your use of the Services in compliance with the Order Form and these Terms within 10 days of such request, save that Cortex Fulfilment may only make such request twice per year, except where Cortex Fulfilment reasonably believes that you are not using the Services in compliance with the Order Form and these Terms; and (ii) permit us to audit your use of the Services in order to determine your use of the Services is in accordance with these Terms and the Order Form and such audit may be conducted no more than once per year, at our expense, upon reasonable prior notice, and in such a manner as not to substantially interfere with your normal conduct of business. Without prejudice to any other rights we may have, where it is determined that your use of the Services is in excess of the Admin Subscription purchased or otherwise in breach of your usage rights under these Terms and the applicable Order Form, we shall invoice and you shall pay for the additional fees as per our then current price list which will are payable for such excess use.
6.5 Services Availability and Support
6.5.1 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for required maintenance periods as notified to you from time to time.
6.5.2 We will, as part of the Services, provide you with the Support Services during Business Hours as described in your Support Policy.
6.6 Payment Terms
6.6.1 Unless otherwise agreed in the applicable Order Form you shall pay all the Admin Subscriptions annually in advance for the duration of the Subscription Term in accordance with the Order Form (or the billing section for our Services as applicable) and we may invoice you for the Subscription Fees on or after the Effective Date and thereafter on each 12 month anniversary of the Effective Date for the duration of the Subscription Term. You may, from time to time during the Subscription Term, purchase additional Admin Subscriptions for the additional fees set out in the applicable Order Form.
7.6.2 Unless otherwise agreed in the applicable Order Form you shall pay all the App Subscriptions in advance each month based on an estimated usage. We know that your usage, however, may change. If the usage increases or decreases, we may charge you overages or issue you credits.
6.6.3 Unless otherwise stated in the applicable Order Form or our billing section for our Services where such payments are payable as stated therein, all Fees or any other fees payable under these Terms are payable within 14 days. All amounts and Fees stated or referred to in these Terms and/or the applicable Order Form are non-refundable and exclusive of all Taxes. You shall be solely responsible for, and for paying, all applicable Taxes relating to these Terms, and the use of or access to the Services.
6.6.4 If we have not received payment from you by the due dates and without prejudice to our other rights and remedies, we may: (a) by giving ten (5) Business Days prior written notice to you, without liability to you, disable your password, account and access to all or part of the Services until such outstanding payments are received in full by us; and (b) charge interest which shall accrue on such due amounts at the higher of (i) an annual rate equal to 4% or (ii) the standard statutory delay interest rate under applicable law.
6.6.5 We shall be entitled to increase the Subscription Fees with effect from the start of each Renewal Period upon prior notice to you and these Terms shall be deemed to have been amended accordingly.
6.6 Services Warranty
6.6.1 We warrant that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care for the Subscription Term.
6.6.2 The warranty provided in section 6.6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions or the Documentation, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents, or any Third Party Services accessed by you through the Services. If the Services do not conform with the warranty provided in section 6.6.1, we will, at our expense, use commercially reasonable efforts to correct any such non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy and our sole and exclusive liability for any breach of the warranty. Notwithstanding the foregoing, we:
(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services (including without limitation any information provided by Staff) will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from your access to and use of the Services or the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) shall not, nor our suppliers or third-party service providers or software vendors, have any liability whatsoever for the accuracy, completeness, or timeliness of Your Data, or for any decision made or action taken by you, any Admin, or any third party in reliance upon any of Your Data.
6.6.3 Except as expressly provided for in this section 6.6, we (and our Associated Companies and suppliers) disclaim all other warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non-infringement.
7.1 Subject to sections 7.2 and 7.3, our total liability for or in respect of any loss or damage suffered by you (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with these Terms in respect of your use of the Services shall be limited to the total amount of Fees paid by you during a Claim Year.
7.2 The exclusions in this section 7 shall apply to the fullest extent permissible at law but neither party excludes liability for death or personal injury caused by its negligence, or of its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by law.
7.3 To the maximum extent permitted by applicable law and except for your indemnity obligations under section 3.3, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. We accept no liability for failure to maintain any level of availability of the Services other than where we are in breach of our obligations under these Terms.
7.4 In addition to the other limitations and exclusions of liability set out in section 6.1 and this section 7, we shall have no liability:
7.4.1 for Your Data (except for the exclusive remedy provided in section 3.6) or any other materials, third-party products or services used and/or accessed using the Services or for any fraud committed in connection with the Services;
7.4.2 for or under any Staff Services Agreement or other agreement entered into between you and any Staff;
7.4.3 for any Staff acts or omissions (including for any information it provides in its user profile) or for any Staff Services or the quality of such Staff Services; or
7.4.4 for your determination of a Staff employment classification based upon the Staff Classification Services; or
7.4.5 where any failure to provide the Services is caused by:
(a) a network, hardware or software fault in equipment which is not under our control;
(b) any act or omission by you or Staff;
(c) use of the Services contrary to these Terms; or
(d) any unauthorised access to the Services, including without limitation a malicious security breach.
7.5 In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be as set out in section 3.6.
7.6 We cannot and do not guarantee: (i) verification of each Staff identity and/or the information contained in their user profiles or any information they provide to you in response to a request by you for services and/or as part of the Workforce Services; (ii) any Staff employment classification; or (iii) the ability or willingness of any Staff to respond or accept a request for services or to fulfil its obligations with respect to a Staff Services Agreement. Consequently, it is your responsibility to verify the identity of any Staff you engage with and that Staff suitability with respect to a Staff Services Agreement, including such Staff ability to provide the Staff Services.
7.7 We do not and cannot control the flow of data to or from the network where our platform resides and other portions of the internet, including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). We cannot guarantee that such events will not occur. Accordingly, we, our Associated Companies, suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and you shall have no claim in respect thereof. Our website and the Services may contain links to websites operated by third parties and these links are for convenience only. We are not responsible and we and our Associated Companies, suppliers and subcontractors disclaim any and all liability for their content and privacy policies and do not endorse any linked material.
7.8 You assume sole responsibility for: (i) results obtained from your use of the Services, Documentation and for conclusions drawn from such use; and (ii) for any agreements, including without limitation Staff Services Agreements you enter into with any Staff and the provision of Staff Services under such agreements. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction in your use of the Services or engagements with any Staff. The Services are not intended to be used as the sole basis for any business decision and are based upon data provided by you, Staff and/or third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for us to guarantee.
8.1 These Terms shall, unless otherwise terminated as provided in this section 8, commence on the Effective Date and shall continue for the Subscription Term, which may be renewed for additional Renewal Periods upon request by you and payment of the applicable Fees for any such Renewal Periods. Without a Renewal Period in place, your access and use of the Services shall automatically terminate. .
8.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms and/or any of the Services in whole or part without liability to the other at any time with immediate effect upon written notice if the other party:
8.2.1 is in material breach of any of its obligations under these Terms and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
8.2.2 voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
8.3 Early Termination. After the Initial Subscription Term, you may at any time during the applicable Subscription Term terminate the subscription for any or all of the Services under an Order Form with sixty (60) days prior written notice to us; provided that you shall not receive a refund for any prepaid fees and shall be liable for the remainder of the fees applicable to the period of the then current Subscription Term after the date of termination as set out below:
8.3.1 Full payment of the applicable fees for the first three (3) months remaining of the then current Subscription Term; and
8.3.2 Fifty (50) percent of the applicable fees payable for the remaining months of the then current Subscription Term thereafter.
8.4 Subject to section 9.5, on the expiration or termination of these Terms and/or any Order Form for any reason:
8.4.1 Your rights of use granted under these Terms and/or any Order Form (where only an Order Form has been terminated) shall immediately terminate and you shall cease the use of the Services or where only an Order Form has been terminated, the Services purchased under such Order Form;
8.4.2 You shall promptly pay all monies due or to become due under these Terms and/or the relevant Order Form through the effective date of termination, including any fees in respect of early termination pursuant to section 9.3;
8.4.3 each party shall return and make no further use of any equipment, property, Software, Services and Documentation, Confidential Information and other items (and all copies of them) belonging to the other party, subject to section 3.2 and our retention of a backup copy of Your Data in our possession for up to 90 days after the date of termination in accordance with section 8.4.4 below. Where only an Order Form has been terminated, you will not be required to return or make no further use of the Services other documents and materials which relate to your continued use of the remaining Services;
8.4.4 we may destroy or otherwise dispose of any of Your Data in our possession unless we receive, no later than ninety (90) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of Your Data. We shall deliver the back-up to you following our receipt of such a written request. You shall pay all reasonable fees and expenses incurred by us in returning or disposing of Your Data.
8.5 In the case of termination of only one or all of the Service(s), any remaining Service(s) shall remain unaffected and these Terms shall continue to apply in full force and effect to your use of the Services until such use expires or is terminated in accordance with these Terms.
9.1 Entire Agreement. These Terms together with the Privacy Policy and any applicable Order Form set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with these Terms shall not be binding on us. In entering into these Terms you acknowledge and agree that you have not relied on any representations made by us except as set forth in these Terms. Any such representations are excluded. Nothing in this section shall limit liability for any representations made fraudulently.
9.2 Changes to Services. We may vary the Services at any time and without any liability to you. We will notify you of any such changes.
9.3 Waiver. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
9.4 Invalid provisions. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
9.5 Governing Law and Jurisdiction. These Terms will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.
9.6 Third Party Rights. Subject to section 6.1, a person who is not a party to these Terms has no rights to enforce or to enjoy the benefit of, any term of these Terms, but this does not affect any right or remedy of a third party which is expressly provided for under these Terms.
9.7 Sub-contracting and Assignment. You may not assign or otherwise transfer these Terms or any of your rights or obligations or purport to do any such acts under them to any third party without our prior written consent. We shall have the right, upon written notice to you, to assign these Terms to any of our Associated Companies, or to an entity resulting from a merger, acquisition or other reorganisation of our business. In addition, we shall have the right to sub-contract any of our obligations hereunder to a third party, provided that we shall continue to remain responsible for the performance of the Services hereunder. Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.
9.8 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
9.9 Force Majeure. We shall have no liability to you under these Terms if we or our third-party suppliers are prevented from or delayed in performing our or its obligations under these Terms, or from carrying on our or its business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm. We shall provide you with notice of such an event and its expected duration.
9.10 Notices. All notices to be given under these Terms shall be given in English in writing. You will give all notices under or in connection with these Terms to the address stated at the end of these Terms, or otherwise provided to you on our website or notified by us to you in writing. You agree and consent to receiving all notices and communications from us under or in connection with these Terms electronically. We will provide any such notices and communications by posting them on our website or emailing them to you via the email you provided in the registration process. By giving your consent you are confirming that you have access to the necessary equipment to receive and open any such notices. You may withdraw your consent upon written notice to us and request paper copies at any time provided that you agree that we may charge you fees for such paper copies.
9.11 Variation. Save as otherwise expressly stated in these Terms, these Terms may be varied by us at any time upon 15 days prior notice to you of such changes. Such notice may be provided via a notification on our platform or through your email address provided upon registration.
9.12 Survival. In addition to those provisions which by their nature are intended to survive any termination of these Terms, sections 4, 5, 7, 8 and 9 of these Terms shall survive such termination or expiration of these Terms.
9.13 Export Control. The Services, Documentation and other Cortex Fulfilment materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. You agree that you will not submit the Services, Documentation or other Cortex Fulfilment materials to any government agency for licensing consideration or other regulatory approval without our prior written consent and will not export the Services, Cortex Fulfilment Data, Documentation or Cortex Fulfilment materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where you are registered, and any foreign countries with respect to the use of the Services, Documentation or other Cortex Fulfilment materials by you and your users. You will not engage in any activity that would cause Cortex Fulfilment to be in violation of any such export control laws and regulations.
Capitalised terms not otherwise defined in these Terms shall have the meanings set out below:
“Active Staff Subscriptions” each Staff with an ‘active’ status on your Workforce page;
“Admin” your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, and for which you have purchased Admin Subscriptions;
“Admin Subscriptions” the subscriptions purchased by you in accordance with these Terms either for the number of Admins that use the Services, which entitle such Admins to access and use the Services and the related Documentation in accordance with these Terms;
“App” additional functionality provided as part of the Services typically billed based on monthly usage;
“Applicable Data Protection Law” means (i) until 24 May 2018, the Data Protection Act 1998, or (ii) from 25 May 2018 onwards, Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and any act of UK parliament which brings this into force and any other applicable data protection laws and regulations regarding the privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws). For the purposes of this Agreement the terms, ” controller”, “processor”, “sub- processor”, “data subject”, “process” and “processing” has the meaning set out in Applicable Data Protection Law;
“App Subscriptions” the monthly usage cost of Apps purchased by you in accordance with these Terms;
“Associated Company” an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to these Terms. For the purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent of the voting power to elect directors of the entity, or (ii) greater than fifty per cent of the ownership interest in the entity;
“Business Day” 9.00am to 6.00pm Greenwich Mean Time (GMT) on any day which is not a Saturday, Sunday or statutory public holidays in the England and Wales;
“Business Hours” the hours between 9.00am to 6.00pm GMT each Business Day;
“Claim Year” each consecutive twelve (12) month period commencing on the effective date of the Order Form or date of purchase of the Admin Subscription as applicable;
“Staff Classification Services” means provision of tools by us to help you assess and determine the classification of your selected Staff employment status of either a “self-employed”, “limited company” or “employee” status for the purposes of you determining your employment and tax liabilities (if any) in respect of such Staff. Such tools use the information provided by Staff and you in response to the set of questions provided to Staff and you by Cortex Fulfilment;
“Staff” any people and where applicable, Prospects whom you may and/or do engage with for their Staff Services under a Staff Services Agreement;
“Staff Services Agreement” means the separate and independent agreement you enter into with Staff as between you and such Staff for the Staff Services;
“Staff Database” the database accessed by you through the Workforce Services which is a database created by us using the list of Staff already known to and provided by you to Cortex Fulfilment;
“Staff Services” means the Staff services which enables you to rate, review and search for Staff using the Workforce Database, make a request for services and select and engage with Staff for Staff Services pursuant to a Staff Services Agreement, as further described in the Documentation;
“Confidential Information” information that is proprietary or confidential and is (i) clearly labelled as such, (ii) is otherwise information that a reasonable person would consider to be confidential; or, in the case of Cortex Fulfilment, any information relating to any Staff which is received, viewed, accessed and/or used by you through your use of the Services;
“Documentation” the document(s) made available to you by Cortex Fulfilment which set(s) out a description of the Services and the user instructions for the Services;
“Effective Date” the date of acceptance of these Terms on the earlier of you (i) clicking a box indicating your acceptance of these Terms, (ii) accessing or using the Services or (iii) executing an Order Form that references these Terms;
“Fees” the Subscription Fees and any additional fees or expenses payable by you for or in connection with the Services as set out in the applicable Order Form;
“Inappropriate Content” content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;
“Initial Subscription Term” the initial twelve (12) months term of the subscription to use the Services commencing on the Effective Date of the applicable Order Form, or such other period as agreed by the parties in the applicable Order Form;
“Intellectual Property Rights” including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;
“Cortex Fulfilment Data” (i) the Cortex Fulfilment Staff data used as part of the Workforce Database in order to extend the Staff data provided by you to us to provide a complete populated account and profile for each such Staff in the Workforce Database; (ii) any details of Staff entered through their access to the Services, including without limitations any applications through the Registration Page or otherwise; and (iii) any metadata and/or anonymised data extracted by us from your use of the Services to be used to provide the Services;
“Order Form” has the meaning given in the first paragraph of these Terms above;
“Payment Date” means the date of the commencement of each Payment Period, with the first Payment Date commencing on the date as agreed by the parties in the Order Form;
“Personal Data” has the meaning given in Applicable Data Protection Laws;
“Prospect(s)” has the meaning given in section 2.3;
“Registration Page” has the meaning given in section 2.3;
“Renewal Period” any twelve (12) month renewal period of the subscription to use the Services following the Initial Subscription Term, or such other period as agreed by the parties in the applicable Order Form;
“Services” the Services which are selected by you for purchase either through our online ordering page or by signing an Order Form for such Services, which may include one or all of the following: (i) Cortex Fulfilment Standard Admin Subscriptions, (ii) Cortex Fulfilment Premium Admin Subscriptions, (iii) Apps (e.g. Tasks App or messaging); and/or (iv) any other Services as made available by us from time to time, as further described in the Documentation;
“Software” the online workforce management software applications provided by us as part of the Services;
“Subscription Fees” the subscription fees payable by you to us for the Admin Subscriptions and App Subscriptions, as set out in the Order Form;
“Subscription Term” the Initial Subscription Term and any subsequent Renewal Periods;
“Support Services” the standard Support Services for the Services made available by us from time to time, including any applicable Software maintenance upgrades;
“Taxes” includes without limitation withholding, sales, use, excise, value-added tax and similar taxes but shall not include taxes based on our gross income;
“Virus” anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;
“Workforce Services” means the Staff Services offered by Staff to you and provided to you by such Staff as independent contractors under a Staff Services Agreement;
“Your D˙˙Hata” the data and information you provide us, Admins, or us on your behalf for the purpose of using the Services or facilitating your use of the Services, or data collected and processed by or for you through your use of the Services, but excluding Cortex Fulfilment Data; provided that such data shall not include any information or data which is entered and/or provided to Cortex Fulfilment by Staff you invite to register to the Services and/or which register through the Registration Page which shall be subject to the separate agreement between Cortex Fulfilment and the applicable Staff.
Effective day 19 August 2020
At Cortex we take the protection of customer data extremely seriously. This Cortex Security Policy describes the organisational and technical measures Cortex implements platform wide designed to prevent unauthorised access, use, alteration or disclosure of customer data. The Cortex services operate on Amazon Web Services (“AWS”); this policy describes activities of Cortex within its instance on AWS unless otherwise specified.
Security Team
Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems.
Best Practices
Incident Response Plan
Build Process Automation
Infrastructure
Data
Data Transfer
Authentication
Application Monitoring
Security Audits And Certifications
Payment Processing
Customer Responsibilities
Effective day 19 August 2020
As used in this Privacy Policy (“Policy”), “Cortex,” “us” and “we” refers to Cortex Fulfilment Services Ltd. For the purposes of this Policy, the term, “Websites”, shall refer collectively to, including without limitation www.Cortex.co, app.Cortex.co, admin.Cortex.co and any successor URLs, mobile or localised versions and related domains / subdomains (“Websites”) and/or our mobile application (“App”) and / or our admin platform (“Platform”), in each case in whatever format they may be offered now or in the future. The Websites and Services are collectively referred to herein as the “Offerings.”
The term, “User”, shall refer collectively to, including without limitation visitors to a Cortex Website, recipients of Cortex communications, a customer of a Cortex Service or a user of a customer’s Cortex Service. If you are a User then except, as expressly set forth below, this Privacy Policy applies to your use of such Website or Service.
1. Our Commitment
Cortex has always made information security and customer privacy a top priority. On May 25, 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) replaced the 1995 EU Data Protection Directive (DPD) which significantly enhances the protection of the personal data of EU citizens and increases Cortex’s obligations regarding lawful collection and processing of personal data.
We apply the principles of “Privacy by Design” and “Privacy by Default” and process just enough data to serve our customers, users, visitors to our website and individuals participating in our events in the best way possible. We process all personal data lawfully, fairly and in a transparent manner. All our employees receive education on how to handle data in order to comply with the GDPR and other regulations and applicable laws.
This Policy describes Cortex’s information practices, data collection and usage practices with respect to personal data, in compliance with the GDPR and other regulations and applicable laws.
This Policy describes Cortex in the role as a data controller of personal data. Cortex’s role as a data processor is regulated by Cortex’s Data Processing Agreement.
When Cortex is the data controller, Cortex decides the purpose and method of processing personal data. Cortex is responsible for the data processed.
You can at any time opt-in to receive information from us as well as opt out when you desire. The possibility to opt out is presented in every communication you receive from us.
2. When Do We Process Personal Data?
We collect personal data about our Users, in particular, designated contact persons at our customers, in order to deliver our Services. The personal data includes contact information such as name, phone number, and email address.
We also collect personal data when you request information about Cortex’s Services when you participate in events or sign up to receive newsletters, white papers and other material. We collect personal data such as name, phone number, email address, company name, title, country, and type of industry.
You may visit our website without registering or actively submitting personal data to us. If you do not register, we only collect information that your computer or other devices send to us in connection with access requests and via cookies and other technologies that we use to analyse and enhance your use of our Websites.
The type of personal data we collect by means of cookies and other technologies is described in Cookies Policy.
3. Why Do We Process Personal Data And Based On What Legal Grounds?
Below are the purposes for which we process personal data.
Fulfilment Of Service Delivery
If you are a User, we process personal data to identify you and to handle and deliver the Service according to our agreement. For example, we process personal data to ensure a secure operation of the service and to be able to provide adequate support and incident management. Also, we process personal data in order to handle invoicing and payments.
Lawful basis for processing:
Communication About Our Service
We process personal data in order to send our Users information about disturbances in our service. We also process personal data when sending information about, for example, new releases, changes in functionality in our service or when releasing new functionality.
Lawful basis for processing:
Development Of Our Service
We process personal data in order to further develop our service and operations. For this purpose, we might aggregate statistics for analytic needs. All personal data is anonymised.
Lawful basis for processing:
Marketing
Cortex process personal data for marketing purposes. This might include the processing of personal data for direct marketing purposes. This might entail that we have flagged your company as a potential customer that matches the target group of Cortex. If you have a specific job role and can be considered a contact person for your company, we might store your contact information for a limited period of time that is further detailed below. Please note that you always have the right to opt-out of any marketing by way of email. If you have consented to such processing, for example at an event that is arranged by Cortex or any third party with which we cooperate, we will not process your personal data if you have withdrawn your consent or chosen to opt-out.
Lawful basis for processing:
Information Security
We process data for the purpose of providing security for our service and systems. To detect or prevent different types of unlawful usage that violates our agreements. The data is also used to prevent abuse of the service and systems and to detect fraud, virus attacks etc.
Lawful basis for processing:
Compliance With The Law
We process personal data in order to comply with the law. We process your personal data to comply with our legal obligations under applicable law.
Lawful basis for processing:
Cookies And Other Technologies
For more information please see our Cookies Policy.
Safeguard Our Legal Interests
We process your personal data in order to defend, establish or exercise any claims in case of a dispute regarding e.g. payment.
Lawful basis for processing:
4. For How Long Do We Retain Personal Data?
Fulfilment Of Service Delivery
If you are a User of a customer’s Cortex Service, we will retain your personal data during the entire contract period between us and our customer.
Communication About Our Service
If you are a User of a customer’s Cortex Service, we will retain your personal data during the entire contract period between us and our customer.
Development Of Our Service
If you are a User of a customer’s Cortex Service, we will retain your personal data during the entire contract period between us and our customer and 12 months thereafter. We only use anonymised and aggregated data for service development.
Marketing
If you are a User of a customer’s Cortex Service, we will retain your personal data during the entire contract period between us and our customer. This is on the condition that you have not previously objected to direct marketing.
If you are a contact person for a company that has been flagged as a prospective customer and you have not given consent, we will retain your personal data for no longer than 24 months. This is on the condition that you have not previously objected to direct marketing.
If you have consented to us processing your personal data for marketing purposes when e.g. attending one of our events, we will retain your personal data for as long as you have not withdrawn your consent or objected to direct marketing.
Compliance With The Law
We retain your personal data for as long as we are required in accordance with applicable law. In regards to e.g. invoicing, we are required to retain personal data for seven years.
Cookies And Other Technologies
For more information please refer to our Cookies Policy.
Safeguard Our Legal Interest
In case of a dispute regarding e.g. payment, we retain your personal data as long as necessary for us to defend, establish or exercise any claims.
5. What Information Do We Collect?
A. Information Related To Your Interaction With Cortex And The Offerings And Communicating The Offerings
Registration And Contact Information
We collect information about you when you (a) register to use the Services and (b) otherwise provide contact information to us via email, mail, or through our Offerings. This information you provide may include your username, first and last name, email address, mailing address or phone number.
Payment Information
When you purchase the Services, we will also collect transaction information, which may include your credit card information, billing and mailing address, and other payment-related information (“Payment Information”).
Technical, Usage And Location Information
We automatically collect information on how you interact with the Offerings, such as the IP address from which you access the Offerings, date and time, information about your browser, operating system and computer or device, pages viewed and items clicked. We may also collect location information, including location information automatically provided by your computer or device. We use cookies and similar technologies to collect some of this information. For more information, please see Cortex’s Cookie Policy.
Third Party Platforms
We may collect information when you interact with our advertisements and other content on third-party sites or platforms, such as social networking sites. This may include information such as “Likes”, profile information gathered from social networking sites or the fact that you viewed or interacted with our content.
Other Information
We may collect other information from you that is not specifically listed here. We may use any such information in accordance with this Privacy Policy or as otherwise permitted by you.
Lawful basis for processing:
B. Customer Data
You may submit various types of information and data into the Services for hosting and processing purposes (“Customer Data”). Customer Data may include, without limitation, (a) billing information, personal information such as names, email addresses, and phone numbers, which information may be input into the Services by you, and (b) information contained in communications between you and workforce members using the chat and notifications features of the Services.
We will only use, disclose and otherwise process Customer Data for the purposes set forth in your agreement with us for the provisioning of the Services (“Customer Agreement”). Customers can review and sign our Data Processor Agreement as an addendum to our Terms.
Lawful basis for processing:
C. Workforce Data
If you are a registered workforce member with one of our customers, or directly with Cortex, then the following information is relevant to you.
What Personal Data Do We Process?
We only process personal data that is required for Cortex to fulfil its intended purposes as an on-demand workforce management system, which includes:
By default, it is possible to store and process the following personal data in the system:
Our customer may also choose to add customised personal data fields to store additional data that is required to simplify their on-demand workforce management process.
Lawful basis for processing:
Why Do We Process Your Personal Data?
Cortex processes personal data so that our customer can fulfil their contract to you by allowing them to:
Who Do We Share Your Personal Data With?
We do not share your personal data with any parties other than the customers you have registered with, and we conform to industry best practices regarding data security to ensure that your personal data is safe.
How Long Do We Store Your Personal Data?
We will only retain your data for as long as there is either a statutory requirement for us to do so or to be able to provide a service to you. This will usually require us to retain your personal data after any business relationship has ended for accounts and records purposes and to deal with any account support questions.
How Can I Find Out What Personal Data Is Stored On Me?
Email compliance@cortexfulfilmentservice.com to access any information that is stored on you.
How Can I Delete My Personal Data From The System?
Email compliance@cortexfulfilmentservice.com to request a full deletion of your personal data from the system, as some or all of the data may be required to be kept for a certain period in order to comply with local legislation.
Why Does The Mobile App Require Location Services?
The app uses a method called “geofencing” in order to determine if you are within the required range of a job location for checking in and out. With geofencing, an app tells the operating system to send it a signal if and when the phone is within X meters of coordinates Y and Z. It requires location data to be activated at all times. Geofencing has a few major advantages:
We do not store any information regarding your movements.
6. How Do We Use The Information We Collect?
We use your information in the following ways:
Please note that if you cease using the Service or we terminate your access to the Service in accordance with your Agreement, you may no longer have the ability to access or update your information.
We may retain your information as necessary to support the Offerings, comply with our legal obligations or resolve disputes. Note that the content you post may remain on the Offerings even if you cease using the Offerings or we terminate your access to the Offerings.
7. How Do We Share Your Personal Data?
We may share your personal data with companies supplying technology, storage services, administrative tools, CRM tools, financial services, authorities that request personal data, any third party with which we arrange an event or conference (provided that you have given consent to such sharing).
All recipients with whom we share personal data within the EU are companies which we cooperate with and have signed Data Processing Agreements (DPA) with. All recipients with whom we share personal data with outside of the EU are companies which we cooperate with and signed Data Processing Agreements with and comply with the Privacy Shield Framework or any other such framework approved by the EU.
The personal data will be used in order to fulfil Service delivery. We may process personal data and share it with recipients globally that help us deliver our Services and run our business, subject to Data Processing Agreements (DPA). We may also share aggregated usage statistics.
In a reorganisation or sale of our company or assets, your data may be transferred, subject to the acquirer accepting the commitments made in this Policy and compliance with applicable law.
We do not sell, trade, share or transfer your personal information to third parties except in the following limited circumstances:
We may also share aggregated or anonymized information with third parties for other purposes. Such information does not identify you individually but may include usage, viewing and technical information such as the types of Offerings our customers and users generally use, the configuration of their computers, and performance metrics related to the use of Offerings which we collected through our technology. If we are required under applicable law to treat such information as personal information, then we will only disclose it as described above. Otherwise, we may disclose such information for any reason.
Payment Information
When you make a purchase on the Offerings, any credit card information you provide as part of your Payment Information is collected and processed directly by our payment processor Xero through their Xero Checkout service. We never receive or store your full credit card information. Xero commits to complying with the Payment Card Industry Data Security Standard (PCI-DSS) and using industry-standard security. Xero may use your Payment Information in accordance with their own Privacy Policy
Other Access To Or Disclosure Of Your Information
The Offerings may also contain links to third party websites. This Privacy Policy applies solely to information collected by us. Even if the third party is affiliated with us through a business partnership or otherwise, we are not responsible for the privacy practices of such third party. We encourage you to familiarise yourself with the privacy policies of such third parties to determine how they handle any information they separately collect from you. Please be aware that we do not warn you when you choose to click through to another website when using the Offerings.
Where the Websites contain features that enable you to post reviews, comments or other content that is publicly viewable. You should be aware that any personal information you submit as part of those posts can be read, collected, or used by other visitors to the Websites, and could be used to send you unsolicited messages. We are not responsible for the personal information you choose to publicly post on the Websites. Please see our Website Terms of Use for more information and for other guidelines about posting content on the Websites.
8. How Do We Protect Your Personal Data?
The security of your personal information is important to us. We maintain a variety of appropriate technical and organisational safeguards to protect your personal information. We limit access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs. Further, we have implemented reasonable physical, electronic, and procedural safeguards designed to protect personal information about you.
No method of transmission over the Internet, a method of electronic storage or other security methods are one hundred percent secure. Therefore, while we strive to use reasonable efforts to protect your personal information, we cannot guarantee its absolute security. You can find out more about our technical and organizational safeguards on our Security page.
9. Your Rights And Choices
Under the GDPR, you have certain rights related to the processing of your personal data. These are listed below.
Cortex, in its capacity as data controller, is responsible for ensuring that your personal data is processed in accordance with applicable law and that your rights are taken into account when we process your personal data. If you want to use your rights, please contact us at compliance@cortexfulfilmentservice.com.
You can also contact our Data Protection Officer, at dpo@Cortex.co if you experience that Cortex does not live up to your rights.
You Have The Right To Request Access To Personal Data
You have the right to request an abstract from our data record regarding our use of your personal data. You also have the right to request a copy of the personal information being processed at no cost. However, we may charge you a reasonable administrative fee to provide you with additional copies of the personal data. If you make your access request by electronic means such as email, we will provide you with the information in a commonly used electronic format.
Contact: compliance@cortexfulfilmentservice.com
You Have The Right To Request Rectification Of Your Personal Data
We will at your request, or at our own initiative, rectify, anonymise, erase or complement personal data that you or we discover is inaccurate, incomplete or misleading. You also have the right to complement the personal data with additional data if relevant information is missing.
Contact: compliance@cortexfulfilmentservice.com
You Have The Right To Request Erasure Of Your Personal Data
You have the right to request that we erase your personal data if we do no longer have an acceptable reason for processing the data. Given this, erasure shall be made by us if:
However, there might be requirements under applicable law, or other weighty reasons, which entail in us not being able to immediately erase your personal data. In such a case, we will stop using your personal data for any other reasons than to comply with the applicable law or the relevant weighty reason.
Contact: compliance@cortexfulfilmentservice.com
You Have The Right To Restrict Processing
This means that we temporarily restrict the processing of your personal data. You have the right to request restriction of the processing when:
Contact: compliance@cortexfulfilmentservice.com
You Have The Right To Object To The Processing
You have the right to object to such processing of your personal data based upon our legitimate interest. If you object to such processing, we will only continue with the processing if we have a compelling legitimate reason for the processing that outweighs your interest, rights or freedoms, or unless continued processing is necessary for the establishment, exercise or defence of a legal claim.
Contact: compliance@cortexfulfilmentservice.com
Other Choices And Options
Communication Preferences
If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included on such communications or on the Offerings. Please note, however, that you may be unable to opt-out of certain service-related communications.
Blocking Cookies. You can remove or block certain cookies using the settings in your browser but the Offerings may cease to function properly if you do so. For more information, please see Intercom’s Cookie Policy.
How We Respond To Do Not Track Signals
Your Web browser may have a “do not track” setting which, when enabled, causes your browser to send a do not track HTTP header file or “signal” to each site you visit. At present, the Offerings do not respond to this type of signal.
10. No Children Under Age 16
The Offerings are not intended for use by anyone under the age of 16, nor does Cortex knowingly collect or solicit personal information from anyone under the age of 16. If you are under 16, you may not attempt to register for the Offerings or send any information about yourself to us, including your name, address, telephone number, or email address. In the event that we confirm that we have collected personal information from someone under the age of 16 without verification of parental consent, we will delete that information promptly. If you are a parent or legal guardian of a child under 16 and believe that we might have any information from or about such child, please contact us at the email or mailing address provided at the end of this Privacy Policy.
11. Changes To The Privacy Policy
We reserve the right to change our Privacy Policy at any time. If we make changes, we will post them and will indicate on this page the policy’s new effective date. If we make material changes to this policy, we will notify you by email or through notice on the Offerings.
Effective day 19 August 2020
These terms of use apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Cortex Fulfilment Services Ltd, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Cortex Fulfilment Services Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Cortex Fulfilment Services Ltd and accessing the Website in connection with the provision of such services.
You must be at least 16 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 16 years of age.
1. Intellectual Property And Acceptable Use
1.1 All Content included on the Website, unless uploaded by Users, is the property of Cortex Fulfilment Services Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
1.2 You may, for your own personal, non-commercial use only retrieve, display and view the Content on a computer screen.
1.3 You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Cortex Fulfilment Services Ltd.
2. Prohibited Use
2.1 You may not use the Website for any of the following purposes:
3. Links To Other Websites
3.1 This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Cortex Fulfilment Services Ltd or that of our affiliates.
3.2 We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
3.3 The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
4. Privacy Policy And Cookies Policy
4.1 Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference.
5. Availability Of The Website And Disclaimers
5.1 Any online facilities, tools, services or information that Cortex Fulfilment Services Ltd makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Cortex Fulfilment Services Ltd is under no obligation to update information on the Website.
5.2 Whilst Cortex Fulfilment Services Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
5.3 Cortex Fulfilment Services Ltd accepts no liability for any disruption or non-availability of the Website.
5.4 Cortex Fulfilment Services Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
6. Limitation Of Liability
6.1 Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
6.2 We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
6.3 To the maximum extent permitted by law, Cortex Fulfilment Services Ltd accepts no liability for any of the following:
7. General
7.1 You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
7.2 These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
7.3 These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
7.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
7.5 If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
7.6 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
7.7 This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Cortex Fulfilment Services Ltd is a company incorporated in England and Wales with registration number 12309357
Registered address: 1 Widcombe Street, Poundbury, Dorchester, DT1 3BS
VAT (GB) number: 342 9805 85
