Terms & Conditions | cogniiweeasa

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your use of cogniiweeasa's website and services. By accessing our website, submitting an inquiry, or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client" or "you") and cogniiweeasa ("we", "us", or "our"). By engaging our services, you confirm that you have the authority to enter into this agreement on behalf of your organisation if applicable.

2. Definitions

For the purposes of these Terms:

"Services" refers to all consulting services, including Intelligent Process Mapping, Natural Language Solutions, and Data Strategy Consultation offered by cogniiweeasa.
"Engagement" means a specific service agreement between cogniiweeasa and a Client.
"Deliverables" refers to the documented outputs specified in the service agreement.
"Confidential Information" includes all non-public information exchanged during an engagement.
"Website" refers to all pages and content available at cogniiweeasa.info.

3. Service Description

cogniiweeasa provides professional consulting services related to AI implementation, process analysis, and data strategy. Our services include but are not limited to:

Assessment and mapping of organisational processes for AI automation opportunities
Development and implementation of natural language processing systems
Data governance and strategy consultation
Training and knowledge transfer related to implemented systems

Each engagement is governed by a specific service agreement that defines scope, timeline, deliverables, and pricing. The service agreement takes precedence over these general Terms where there is a conflict.

4. Client Responsibilities

Clients engaging our services agree to:

4.1 Information Provision

Provide accurate, complete, and timely information necessary for service delivery. This includes access to relevant staff, systems, and documentation as specified in the engagement agreement.

4.2 Decision-Making Authority

Designate appropriate personnel with decision-making authority to participate in the engagement and provide timely approvals when required.

4.3 Resource Availability

Make necessary resources available as outlined in the service agreement, including staff time for workshops, access to systems, and provision of data samples where applicable.

4.4 Confidentiality

Maintain confidentiality of any proprietary methods, frameworks, or intellectual property shared by cogniiweeasa during the engagement.

4.5 Payment

Make payments according to the terms specified in the service agreement, typically within 30 days of invoice date unless otherwise agreed.

5. Intellectual Property

5.1 cogniiweeasa IP

All pre-existing intellectual property, methodologies, frameworks, and tools owned by cogniiweeasa remain our exclusive property. Clients receive a limited, non-exclusive license to use deliverables for their internal business purposes.

5.2 Client Data

All data, information, and materials provided by the Client remain the Client's property. We process this information solely to deliver services and in accordance with our Privacy Policy and any applicable confidentiality agreements.

5.3 Deliverables

Upon full payment, Clients receive ownership of custom deliverables specifically created for their engagement, excluding any pre-existing cogniiweeasa IP incorporated within those deliverables.

5.4 Code and Software

Software code developed specifically for a Client becomes the Client's property upon full payment. However, any underlying frameworks, libraries, or reusable components remain cogniiweeasa's property or are licensed under applicable open-source terms.

6. Payment Terms

6.1 Pricing

Service pricing is specified in individual service agreements. All prices are in Singapore Dollars (SGD) unless otherwise stated and exclude applicable taxes.

6.2 Invoicing

Invoices are issued according to the payment schedule in the service agreement. For fixed-price engagements, this is typically 50% upon commencement and 50% upon completion. For extended engagements, monthly invoicing may apply.

6.3 Late Payment

Payments not received within 30 days of invoice date are considered overdue. We reserve the right to suspend services for accounts more than 60 days overdue and charge interest at 1.5% per month on outstanding amounts.

6.4 Expenses

Unless otherwise specified, quoted prices include reasonable expenses. Significant additional expenses require prior Client approval and will be invoiced separately with supporting documentation.

7. Confidentiality

Both parties agree to maintain confidentiality of information exchanged during the engagement:

Confidential Information includes business data, technical specifications, strategic plans, and any information designated as confidential.
Both parties will protect Confidential Information with the same care used to protect their own sensitive information, but no less than reasonable care.
Confidential Information may be disclosed to employees and contractors who require it for the engagement, provided they are bound by similar confidentiality obligations.
Confidentiality obligations do not apply to information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

Confidentiality obligations survive termination of the engagement for a period of 3 years, except where longer protection is required by law or industry standards.

8. Limitations of Liability

8.1 Service Basis

Our services are provided on a professional consulting basis. We make reasonable efforts to deliver quality work but do not guarantee specific business outcomes or results.

8.2 Exclusion of Warranties

Services are provided "as is" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

8.3 Limitation Amount

Our total liability for any claims arising from an engagement shall not exceed the fees paid by the Client for that specific engagement, except in cases of gross negligence or willful misconduct.

8.4 Consequential Damages

We shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption, even if advised of their possibility.

8.5 Third-Party Systems

We are not responsible for the performance, security, or availability of third-party systems, software, or services that may be used in connection with our deliverables.

9. Professional Advice Disclaimer

While we provide professional consulting services based on our expertise and experience, our advice should not be construed as:

Legal advice or a substitute for consultation with qualified legal counsel
Financial advice or recommendations requiring licensed financial advisors
Medical, healthcare, or clinical guidance
Regulatory compliance certification or audit services

Clients should seek appropriate professional advice in these areas as needed for their specific circumstances.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement with 30 days written notice. The Client remains responsible for payment of services rendered up to the termination date plus reasonable wind-down costs.

10.2 Termination for Cause

Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice, or (b) becomes insolvent or subject to bankruptcy proceedings.

10.3 Effects of Termination

Upon termination, we will provide deliverables completed to that point. The Client must pay all amounts due for services rendered. Confidentiality obligations survive termination.

11. Dispute Resolution

11.1 Informal Resolution

In the event of any dispute, both parties agree to first attempt resolution through good-faith negotiation for a period of 30 days.

11.2 Mediation

If informal resolution is unsuccessful, parties agree to submit the dispute to mediation administered by the Singapore Mediation Centre before pursuing other remedies.

11.3 Governing Law

These Terms are governed by the laws of Singapore. Any legal proceedings shall be conducted in Singapore courts.

11.4 Jurisdiction

Both parties consent to the exclusive jurisdiction of Singapore courts for resolution of disputes that cannot be resolved through negotiation or mediation.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, pandemics, government actions, labor disputes, or infrastructure failures. In such cases, affected timelines will be extended reasonably, and both parties will work together to minimise impact.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any service agreement, constitute the entire agreement between the parties and supersede all prior understandings.

13.2 Amendments

We may update these Terms periodically. Material changes will be communicated through our website and take effect 30 days after posting. Continued use of services after this period constitutes acceptance.

13.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.

13.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

13.5 Assignment

Clients may not assign rights or obligations under these Terms without our written consent. We may assign to affiliates or in connection with a business transfer.

13.6 Notices

All notices must be in writing and delivered via email or registered mail to the addresses specified in the service agreement or to [email protected] for general inquiries.

14. Contact Information

For questions regarding these Terms or to discuss service agreements, please contact:

cogniiweeasa

50 Raffles Place, #28-01, Singapore Land Tower

Singapore 048623

Email: [email protected]

Phone: +65 6281 4637