Terms & Conditions

• By accessing or using a Sphereka website, demo, system, document, product, or service, the user confirms that they have read, understood, and agreed to these Terms, the applicable Privacy Policy, and published Company Policies.
• If the user does not agree, they must not access or use the applicable website, account, system, or service.
• These Terms apply to both free and paid access, including demonstrations, trials, subscriptions, implementation, customization, consulting, training, support, and downloadable materials.
• Mandatory rights that cannot legally be excluded remain unaffected.

• Sphereka ERP and professional services are intended primarily for organizations, businesses, institutions, and authorized professional users.
• A person accepting a quotation, signing an agreement, submitting an order, or making a payment on behalf of an organization confirms that they have authority to bind that organization.
• The client is responsible for identifying its authorized representatives, administrators, approvers, users, and contacts.
• The client remains responsible for acts and omissions performed through its accounts, users, employees, contractors, and representatives.

Sphereka provides website content for general information, product evaluation, business inquiries, education, recruitment, demonstrations, and communication.

• Public content may be viewed or downloaded only for lawful informational and evaluation purposes.
• Users must not interfere with website operation, bypass security, probe vulnerabilities, gain unauthorized access, scrape or harvest data, impersonate another party, upload malicious code, or use automated tools in a manner that creates unreasonable load.
• Users must not use Sphereka websites or services for unlawful, fraudulent, abusive, defamatory, infringing, or harmful activity.
• Website information, demonstrations, illustrations, roadmaps, estimates, and marketing materials do not create a binding commitment unless expressly included in an approved signed document.

• Accounts and permissions are granted at Sphereka's discretion and according to the purchased package, approved scope, and client administrator instructions.
• Users must provide accurate information, keep credentials confidential, use appropriate security controls, and prevent unauthorized account sharing.
• The client must promptly remove access for departed or unauthorized personnel and immediately notify Sphereka of suspected misuse, compromise, or security incidents.
• Sphereka may reset credentials, restrict permissions, require additional verification, or suspend access where reasonably necessary to protect the client, Sphereka, other users, or the service.

• No project begins until the required contract is signed and the required initial payment is received.
• Verbal discussions, informal messages, demonstrations, meeting notes, preliminary concepts, and unapproved proposals do not authorize work or expand the agreed scope.
• Only modules, users, employees, branches, locations, integrations, reports, workflows, deliverables, and customizations expressly included in approved documents are included.
• Unless an approved document states otherwise, the order of precedence is: signed amendment or addendum; signed contract; approved quotation or statement of work; service-level or data-processing agreement; these Terms; then published Company Policies.
• An inconsistency affects only the conflicting provision and does not invalidate the remaining terms.

• Subscription fees are billed annually unless an approved written agreement states otherwise. Implementation and other one-time fees are billed according to the approved quotation or contract.
• Additional users, ESS employees, branches, locations, modules, storage, infrastructure, integrations, support, training, on-site work, customizations, and third-party costs may be charged separately.
• Prices exclude taxes, duties, bank charges, payment-processing charges, government fees, travel expenses, and third-party charges unless expressly stated as included.
• The client must pay all invoices by the stated due date without deduction, withholding, set-off, or chargeback except where required by law.
• Late or disputed payment does not authorize continued access. Sphereka may pause work, withhold delivery, suspend service, or delay support until overdue amounts are settled.
• Payment obligations that became due before suspension or termination remain payable.

• A subscription grants a limited right to use the subscribed Sphereka service during the paid subscription period and within the purchased limits.
• Renewal terms, renewal dates, and any automatic-renewal arrangement apply only as stated in the applicable contract or invoice. No automatic renewal is implied where it is not documented.
• Package limits may include users, employees, branches, locations, storage, modules, transactions, environments, infrastructure, or support allowances.
• Usage beyond purchased limits may require an upgrade, additional fees, migration to another package, or an Enterprise quotation.
• Sphereka may suspend access for non-payment, security risk, misuse, unlawful activity, excessive resource use, or material breach.
• Suspension does not extend the subscription period or create a right to refund or credit.

• The client must provide accurate data, decisions, approvals, access, documents, accounting information, item records, employee records, tax settings, infrastructure details, and responsible staff when requested.
• Project dates depend on timely client cooperation. Delays, incomplete information, unavailable staff, changing requirements, or late approvals may extend timelines and create additional charges.
• The client is responsible for reviewing configurations, opening balances, imported data, permissions, tax treatment, workflows, reports, and outputs before live operation.
• Sphereka is not responsible for errors caused by inaccurate, incomplete, duplicated, outdated, or unlawfully provided client data.
• Use of the system in live operations, issuance of live transactions, or written confirmation may be treated as operational acceptance, subject to any acceptance process expressly stated in the contract.
• The client remains responsible for its business decisions, accounting treatment, payroll decisions, tax filings, legal compliance, and internal controls.

• Unlimited e-learning access may be provided where included. Live training sessions, attendance, scope, duration, delivery method, and number of sessions are limited to the applicable contract.
• Repeated, additional, specialized, on-site, or out-of-scope training is scheduled separately and may be charged.
• Official support hours are Sunday to Thursday, 9:00 AM to 6:00 PM Jordan time, excluding public holidays, unless a support agreement states otherwise.
• Non-urgent requests must be submitted through official support channels. Messaging applications and personal phone calls are not official support channels unless agreed in writing.
• Response and resolution times are targets only unless expressly guaranteed in a signed service-level agreement.
• The client must attend confirmed meetings on time. Missed, delayed, or repeatedly rescheduled sessions may be cancelled, rebooked, or charged.
• Professional, respectful communication is required. Abusive or threatening conduct may result in escalation, restricted communication, or temporary service suspension.

• Customization is delivered only where it is expressly described, priced, approved, and documented.
• Any new requirement, revised workflow, integration, report, interface, module, automation, migration, or modification outside the agreed scope is a change request.
• A change request may affect fees, delivery dates, testing, infrastructure, maintenance, support, and future compatibility.
• No out-of-scope work begins before written scope confirmation and formal approval.
• Sphereka may reject a requested customization where it creates security, compliance, architectural, maintainability, performance, product-strategy, or third-party risks.
• Estimates are based on information available at the time and may be revised if technical assumptions, dependencies, or requirements change.

• Hosting architecture, virtual-server separation, processing capacity, storage, transfer, backup frequency, retention, and recovery arrangements depend on the selected package or signed infrastructure agreement.
• Sphereka applies reasonable technical and organizational safeguards, but no system, transmission, backup, or security measure can be guaranteed to be completely uninterrupted, error-free, or immune from compromise.
• Backups are disaster-recovery measures and are not a substitute for the client's own records, exports, approvals, audit procedures, or legal retention obligations.
• The client must maintain appropriate endpoint security, password practices, user permissions, network protection, and internal controls.
• Data export availability, format, timing, assistance, and fees depend on the service, technical feasibility, account status, and applicable agreement.
• After expiration or termination, Sphereka may restrict access and later delete data according to the applicable agreement, legal obligations, operational requirements, and published retention practices. The client must request and complete required exports before access ends.

• Sphereka services may depend on cloud providers, hosting companies, payment processors, banks, SMS providers, email services, government platforms, e-invoicing systems, browsers, operating systems, APIs, domains, and other third parties.
• Third-party services are governed by their own terms, availability, fees, technical limitations, compliance requirements, and privacy practices.
• Sphereka is not responsible for a third party's outage, delay, rejection, security incident, changed API, changed pricing, policy decision, data issue, account restriction, regulatory action, or discontinued service.
• Additional development, migration, reconfiguration, or support caused by third-party changes may be separately scoped and charged.
• The client is responsible for maintaining required third-party accounts, approvals, licenses, credentials, balances, and contractual relationships unless the approved scope states otherwise.

• Sphereka and its licensors retain all rights in the Sphereka platform, software, source code, databases, architecture, designs, documentation, methods, templates, frameworks, reusable components, know-how, trademarks, logos, and improvements.
• Payment grants only the access or usage rights expressly stated in the applicable agreement. It does not transfer ownership of Sphereka software or intellectual property.
• Unless expressly authorized in writing, users must not copy, resell, sublicense, distribute, publish, reverse engineer, decompile, bypass, extract source code from, create derivative products from, or commercially exploit Sphereka technology or materials.
• Ownership or licensing of client-specific deliverables is determined by the signed contract. Sphereka retains pre-existing materials and general-purpose or reusable components incorporated into any deliverable.
• Feedback, suggestions, and improvement ideas may be used by Sphereka without restriction or payment, provided Sphereka does not disclose the client's confidential information.

• Each party must protect the other party's non-public commercial, technical, financial, operational, security, contractual, and personal information using reasonable care.
• Confidential information may be used only for the applicable relationship and disclosed only to personnel, professional advisers, or service providers who need it and are subject to confidentiality obligations.
• Confidentiality does not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully obtained from another source.
• A party may disclose information where legally required, to the extent permitted, after giving reasonable notice to the other party.
• Unauthorized copying, disclosure, distribution, or exploitation of confidential materials may result in suspension, termination, and legal action.

• Sphereka continuously develops its systems and may release security patches, fixes, interface changes, performance improvements, new features, and architectural updates.
• Sphereka may modify, replace, limit, or discontinue features where reasonably required for security, compliance, product evolution, technical compatibility, third-party dependency, performance, or operational reasons.
• Planned and emergency maintenance may temporarily affect availability.
• No specific uptime, recovery time, feature permanence, capacity, or response time is guaranteed unless expressly stated in a signed service-level agreement.
• Beta, preview, trial, demonstration, and evaluation features may be incomplete, changed, reset, suspended, or withdrawn at any time.
• Demo environments use dummy data, may be shared with multiple evaluators, and are not intended for live business operations.

• To the maximum extent permitted by law, websites, demos, systems, reports, estimates, content, and services are provided on an as-available basis, subject to the express commitments in the applicable signed agreement.
• Sphereka does not guarantee that every service will be uninterrupted, error-free, compatible with every device or third-party system, or suitable for every undocumented purpose.
• Reports, dashboards, forecasts, alerts, recommendations, AI-enabled outputs, and calculations depend on configuration and input data and must be reviewed by qualified client personnel.
• Sphereka does not provide legal, tax, audit, accounting, employment, payroll, regulatory, investment, or financial advice unless a separate written professional engagement expressly states otherwise.
• The client is solely responsible for final business decisions, statutory filings, tax treatment, payroll approvals, inventory decisions, financial controls, and legal compliance.

• Sphereka may restrict, suspend, or terminate website, demo, account, system, support, or service access for non-payment, material breach, security risk, misuse, illegal activity, abusive conduct, unauthorized access, third-party restriction, or risk to the service or other users.
• Termination rights and notice periods in a signed agreement apply where specified.
• Upon termination, the client's right to access and use the affected service ends, but unpaid amounts and obligations intended to survive remain enforceable.
• Termination does not create a refund, credit, or waiver of committed fees.
• Confidentiality, intellectual property, payment, limitation of liability, dispute, and other provisions that by nature should survive will continue after termination.

Sphereka is not responsible for delay, interruption, or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government action, internet or telecommunications failure, utility failure, cyberattack, epidemic, labor disruption, supplier failure, cloud outage, payment-network failure, sanctions, or changes in law or third-party platforms. Obligations will resume when reasonably possible.

• These Terms are governed by the laws of the Hashemite Kingdom of Jordan, without regard to conflict-of-law principles.
• The parties should first attempt in good faith to resolve any dispute through written escalation to authorized management representatives.
• Unless a signed contract provides another agreed dispute process, the competent courts of Amman, Jordan have exclusive jurisdiction over disputes arising from these Terms or the relevant service relationship.
• Sphereka may seek urgent protective or injunctive relief in any competent jurisdiction where necessary to protect systems, confidential information, intellectual property, or security.

• Sphereka may update these Terms by publishing a revised version and effective date. Continued use after the effective date constitutes acceptance, subject to any signed agreement and mandatory law.
• If any provision is held invalid or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue.
• Failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific matter stated.
• The client may not assign or transfer its agreement, account, or rights without Sphereka's prior written consent. Sphereka may assign its rights and obligations to an affiliate, successor, purchaser, or as part of a reorganization.
• Electronic approvals, signatures, records, notices, invoices, and communications may be used to the extent permitted by applicable law.
• Headings are for convenience only and do not limit interpretation.