Cognitive
Terms and Conditions - Cognitive Software Systems Limited
Introduction
- These Terms and Conditions (“Terms”) govern the use of services and products provided by Cognitive Software Systems Limited (“we”, “us”, “our”, or “the Company”), a company registered in the United Kingdom.
- By accessing our website, using our services, or entering into a service agreement with us, you agree to be bound by these Terms.
- If you disagree with any part of these Terms, please do not use our services.
Definitions
- “Services” refers to any software services, enterprise solutions, or products offered by the Company.
- “Client” or “You” refers to any individual or entity using our Services.
- “Website” refers to the official website of Cognitive Software Systems Limited.
Services
- Description: We provide software services and enterprise software solutions. The specific details, functionalities, and limitations of each service or product will be outlined in separate service agreements or product descriptions.
- Modifications: We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice.
- Support: Details of support services, including hours of operation and response times, will be specified in the service agreement.
Use of Services
- Acceptable Use: You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not use our Services in any way that violates any applicable local, national, or international law or regulation.
- Prohibited Activities: You are prohibited from: a) Attempting to gain unauthorized access to our systems or networks b) Interfering with or disrupting the integrity or performance of the Services c) Attempting to reverse engineer or extract the source code of our software
- Third-Party Services: Our Services may integrate with or allow access to third-party services. Use of such third-party services may be subject to additional terms.
Intellectual Property
- Company-Owned IP: All intellectual property rights in our proprietary services, products, and website content are owned by or licensed to Cognitive Software Systems Limited. You may not copy, modify, distribute, sell, or lease any part of our proprietary services or products without our explicit permission.
- Client-Owned IP: For custom software development projects, the ownership of intellectual property rights may vary according to individual agreements with clients. In many cases, clients may retain ownership of the intellectual property rights for software specifically developed for them.
- Third-Party IP: Our services may incorporate third-party software or components. The intellectual property rights for such elements remain with their respective owners.
- Determination of Ownership: The specific ownership of intellectual property rights for each project or service will be clearly defined in the individual service agreements or contracts between Cognitive Software Systems Limited and the client.
- Use of Client-Owned IP: Where intellectual property is owned by the client, Cognitive Software Systems Limited may retain the right to use and incorporate any general knowledge, skills, and experience acquired during the development process in future projects, provided that this does not infringe upon the client’s specific proprietary rights.
- Confidentiality: Regardless of IP ownership, we commit to maintaining the confidentiality of all client projects and proprietary information as specified in our service agreements.
User Accounts
- Account Creation: Some of our Services may require you to create an account. You agree to provide accurate, current, and complete information during the registration process.
- Account Responsibility: You are responsible for maintaining the confidentiality of your account details and for all activities that occur under your account.
- Unauthorized Use: You must immediately notify us of any unauthorized use of your account or any other breach of security.
Payment and Billing
- Fees: Fees for our Services, where applicable, will be clearly communicated to you. You agree to pay all fees according to the pricing terms of the particular service you use.
- Payment Terms: Payments are due as specified in the service agreement. We reserve the right to suspend or terminate Services for non-payment.
- Taxes: You are responsible for all applicable taxes, and we may collect these taxes when billing you.
- Refunds: Our refund policy, if applicable, will be specified in the service agreement.
Data Protection and Privacy
- Privacy Policy: Our use of personal data is governed by our Privacy Policy, which forms part of these Terms.
- Data Processing: We will process your data in accordance with applicable data protection laws and our Privacy Policy.
- Data Security: We implement appropriate technical and organizational measures to protect your data.
Limitation of Liability
- To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues.
- Our total liability in respect of any claim arising out of or in connection with these Terms or any service agreement shall not exceed the total amount paid by you for the Services in the 12 months preceding the claim.
Warranties and Disclaimers
- We provide our Services “as is” and “as available” without any express or implied warranties, to the fullest extent permissible by law.
- We do not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Termination
- Termination by Notice: Either party may terminate the service agreement by providing at least 30 days’ written notice to the other party.
- Termination for Breach: We reserve the right to terminate or suspend access to our services immediately, without prior notice or liability, if you breach these Terms or the specific service agreement.
- Effect of Termination: Upon termination: a) You must cease all use of our Services. b) Any outstanding fees become immediately due and payable. c) Any provisions of these Terms that by their nature should survive termination shall remain in effect.
- Data Retention and Deletion: Following termination, we will retain your data for a period of 30 days, during which you may request a copy. After this period, we reserve the right to delete all your data from our systems.
- Refunds: Any refunds upon termination will be handled as per the specific service agreement or our refund policy.
- Suspension of Service: We may suspend service immediately without the 30-day notice period in cases of non-payment, violation of laws, or if necessary to protect our network, other customers, or our business interests.
Indemnification
You agree to indemnify and hold harmless Cognitive Software Systems Limited, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to your use of our Services or any breach of these Terms.
Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Changes to Terms
- We may revise these Terms at any time. The updated version will be indicated by an updated “Last Updated” date.
- By continuing to use our Services after changes are made, you agree to be bound by the revised Terms.
Governing Law and Jurisdiction
- These Terms shall be governed by and construed in accordance with the laws of the United Kingdom.
- Any disputes arising out of or relating to these Terms or our Services shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
Entire Agreement
These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and Cognitive Software Systems Limited regarding our Services.