Terms of Business

  1. Definitions and Interpretation

    1. In these Conditions:

      • "CLIENT" means the person named in the accompanying engagement letter ("Letter") for whom the Company has agreed to provide the Specified Service in accordance with these T&Cs;

      • "COMMENCEMENT DATE" means the commencement date specified in the Letter ;

      • "COMPANY" means Cognaix Ltd with company number 12478926 whose registered office is at 54 Lingfield Avenue, Kingston upon Thames, KT1 2TN;

      • "COMPANY'S CHARGES" means the charges specified in the Letter;

      • "CONTRACT" means the contract for the provision of the Specified Service, incorporating the Letter and these T&Cs;

      • "DOCUMENT" includes, in addition to a document in Writing, a plan, design, drawing, picture or other image, or any other record of any information in any form;

      • "INPUT MATERIAL" means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service;

      • "MONTHLY CHARGES" means the monthly charges on account specified in the Letter;

      • "OUTPUT MATERIAL" means any Documents or other materials, and any data or other information provided by the Company relating to the Specified Service;

      • "SPECIFIED SERVICE" means the service to be provided by the Company for the Client as set out in the Letter;

      • "WEBSITE" means the Company's website www.cognaix.ai

    2. The headings in these Conditions are for convenience only and shall not affect their interpretation.

  2. Supply of the Specified Service

    1. The Company shall provide the Specified Service to the Client subject to these T&Cs. Any changes or additions to the Specified Service or these T&Cs must be agreed in writing and signed by the Company and the Client.

    2. The Client shall at its own expense supply the Company with all necessary Input Material or other relevant information relating to the Specified Service, within sufficient time to enable the Company to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.

    3. The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to the Client.

    4. The Specified Service shall be provided in accordance with the description set out in the Letter but subject to these T&Cs.

    5. The Company may correct any typographical or other errors or omissions in the Website, brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without incurring any liability to the Client.

    6. The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable laws, health and safety legislation or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

  3. Charges

    1. Subject to any special terms subsequently agreed, the Client shall pay the Company's Charges monthly in advance and shall also pay any additional sums which, in the Supplier's sole discretion, are required as a result of the inaccuracy of any Input Material or any other cause attributable to the Client.

    2. The Company's Charges are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

    3. The Company's Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any setoff or other deduction) within 30 days of date of invoice.

    4. If payment of the Company's Charges is not made by the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the higher of 10% and the rate of 4% above the base rate from time to time of C. Hoare & Co. from the due date until the outstanding amount is paid in full. The Company may also cease the provision of the Specified Services until such time as payment has been received in full.

  4. Rights in Input Material and Output Material

    1. The property and any copyright or other intellectual property rights in:

      1. any Input Material shall belong to the Client; and

      2. any Output Material shall belong to the Company, subject only to the right of the Client to use the Output Material solely for the purposes of utilising the Specified Service subject to payment by the Client of all applicable Company's Charges and the Client shall acknowledge the Company's copyright to the Output Material.

    2. Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

    3. The Client warrants that any Input Material and its use by the Company for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

  5. Warranties and Liability

    1. The Company warrants to the Client that the Specified Service will be provided using reasonable care and skill. Where the Company supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.

    2. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation made against it in connection with any Output Material, arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or nonarrival, or any other fault whatsoever of the Client.

    3. Except in respect of death or personal injury caused by the Company's negligence, or as expressly provided in these T&Cs, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company's Charges for the provision of the Specified Service, except as expressly provided in these T&Cs.

    4. The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Specified Service, if the delay or failure was due to any act of the Client or any other cause beyond the Company's reasonable control.

  6. Period and Termination

    1. The Contract shall be for the period ("Period") specified in the Letter and shall continue thereafter unless and until terminated by either party serving on the other not less than 3 months notice (or such other notice period as may be agreed in writing by the parties from time to time) to expire on or at any time after the end of the Period.

    2. Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other ("Defaulting Party") if the Defaulting Party commits any breach of these Terms and Conditions and (if capable of remedy) fails to remedy the breach within 10 days after being required by written notice to do so, or if the Defaulting Party goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

    3. In the event of termination prior to the expiry of the Period and where the Client is the Defaulting Party the balance of Company's Charges shall become payable with 15 days and in default of payment the provisions of clause 3.4 shall apply.

  7. General

    1. These T&Cs (together with the Letter and other specified attachments) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

    2. Any notice or other communication given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it by hand or sending it by pre-paid recorded delivery or registered post or by fax to the party due to receive it, at its address or fax number set out in this Agreement or to such other address or fax number as are last notified in writing to the parties.

    3. Subject to clause 7.2, in the absence of evidence of earlier receipt, any notice or other communication given pursuant to this clause shall be deemed to have been received:

      1. if delivered by hand, at the time of actual delivery to the address referred to in clause 7.2;

      2. in the case of pre-paid recorded delivery or registered post, two Business Days after the date of posting; and

      3. if sent by fax, at the time of completion of transmission.

    4. If deemed receipt under clause 7.3 occurs before 9.00 am on a Business Day, the notice shall be deemed to have been received at 9.00 am on that day. If deemed receipt occurs after 5.00 pm on a Business Day or on any day which is not a Business Day, the notice shall be deemed to have been received at 9.00 am on the next Business Day.

    5. For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.

    6. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

    7. If any provision of these T&Cs is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

    8. English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.

    9. Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.