Terms and Conditions for Services
General
Together with the relevant Purchase Order and/or Contract and any other document, plan or specification referred to in the Purchase Order and/or Contract, these Terms and Conditions constitute the entire agreement between the Parties for the Services Delivered, Project realised for the Customer.
In the event of any conflict between the clauses of these Terms and Conditions and the terms of the Purchase Order and/or Contract, the Purchase Order and/or Contract terms shall prevail.
Nothing in these Terms and Conditions, respectively, in the Purchase Order and/or Contract, shall have the effect of considering the Cognitive Creators LTD (hereinafter referred to as “CC”) as an employee of the Customer.
Services
CC shall perform services as specified under the current state of the art and according to the Customer’s needs.
The Customer shall support CC to the extent required, in particular, to provide all required information.
THE PROJECT
The CC shall carry out and complete the Services, Projects:
in accordance with the Purchase Order and/or Contract;
with reasonable skills, care and diligence;
to the reasonable satisfaction of the Customer
(where applicable) using staff or agents with appropriate skills and qualifications.
The CC shall not place or cause to be placed any orders with third parties or otherwise incur any liabilities to third parties in the name of the Customer without the prior written consent of the Customer.
PERFORMANCE
The CC shall carry out the Project by the date or in accordance with the timeline set out in the Purchase Order and/or Contract.
The CC shall submit detailed progress reports as the Customer may require from time to time.
The CC shall notify the Customer immediately in case of learning about any event that is likely to delay or impede the Services and Project.
If the CC fails to meet the deadline or dates set out in the Purchase Order and/or Contract or comply with the timeline specified in the Purchase Order and/or Contract, it shall, on the request of the Customer, and without prejudice to the Customers’ other rights and remedies, arrange to provide all such additional resources as are necessary to fulfil its obligations.
COOPERATION
CC and Customer shall appoint a representative. Both shall promptly make all decisions within their authority or provide all authorisations required without delay. The representatives shall request and provide all required information. CC shall contact the representative as frequent as necessary to ensure the proper performance of the mutual obligations.
The Customer agrees to cooperate with our reasonable instructions relating to the performance of Services.
We shall not be in breach of these Terms for any failure or delay in performance of any of our obligations in respect of the Services or under any Terms of Engagement, arising from or attributable to: (i) Customers’ unreasonable delay or failure to cooperate with our reasonable instructions; or (ii) force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or unavoidable, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, an outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technical issues.
Suppose Customer fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services. In that case, we may take reasonable actions to remediate or mitigate the effects of the Customer’s non-cooperation or delay, including (without limitation) rescheduling a programmed deadline, cancelling or suspending the services.
RIGHT OF USE
All rights of the developed products, documents and work results arising from the services shall accrue to the Customer with the condition of full payment of the fees.
CC shall not be restricted to using the gained know-how and to render similar consultancy services for other customers of CC, provided CC complies with Section regarding Confidentiality.
CHARGES AND PAYMENTS
In consideration of the carrying out of the Project(s) by the CC, the Customer shall pay the CC Fees.
Suppose it is agreed to remunerate CC in a time-based form of payment. In that case, working time, travel expenses and incidental expenses shall be paid in accordance with CC’s price list valid at the time and according to Purchase Order and/or Contract. CC may submit invoices according to Purchase Order and/or Contract. Travel expenses and travel time shall be reimbursed separately even if a fixed price is accepted. Payments shall be due according to Purchase Order and/or ContractDuties, taxes, and levies, including V.A.T. – if applicable – shall be paid by the customer on all prices.
Payments shall be due according to Purchase Order and/or ContractDuties, taxes, and levies, including V.A.T. – if applicable – shall be paid by the customer on all prices.
Duties, taxes, and levies, including V.A.T. – if applicable – shall be paid by the customer on all prices.
CONFIDENTIALITY
The CC undertakes to keep secret and not to disclose and to procure its employees, sub-contractors, and agents to keep secret and do not disclose any information of a confidential nature obtained by reason of this Contract. Nothing in this clause applies to information that is already in the public domain or the possession of the CC other than by reason of breach of this clause.
CC shall keep the Customer's trade and business secrets confidential as well as all other information designated in writing as confidential. CC shall have no obligation with respect to information that is already in its possession, is independently developed or becomes publicly known through no wrongful act of CC.
CC is not obliged to keep confidential any ideas, concepts, know-how or techniques related to hard- and/or software services.
CC shall oblige its employees to adhere to the confidentiality obligations.
CC may enter the customer's name into CC’s list of Customers, together with a short description of CC's performances. All other references that the customer is CC's customer are subject to the customer’s prior approval.
INTELLECTUAL PROPERTY
The intellectual property rights (including the copyright) in any reports, documentation or materials are hereby assigned to and shall vest in the Customer. This condition shall survive the termination of this Contract.
Save where the Service and/or Project uses documentation and materials supplied by the Customer, the CC warrants that none of the documentation and materials used or created as part of the Project shall infringe any patent, trademark, registered design, copyright, or other rights in the industrial property of any third party.
The CC shall indemnify the Customer against all actions, demands, charges, expenses, and costs (including legal fees on a solicitor) which the Customer may incur due to or in connection with any breach of the clause.
NOTICES
Any notice or other form of communication under or pursuant to this Contract must be given in writing. Any form of communication must be sent via the given communication mean and to the address specified in the Purchase Order and/or Contract.
DISPUTES AND MEDIATION
Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute arising out of or in connection with this Contract.
If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator.
If the Parties are unable to agree on a Mediator within 30 days of the request by one of the parties to refer the dispute to mediation, they shall seek the court of law competent according to the law.
WAIVER
No delay, neglect, or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.
RIGHTS OF THIRD PARTIES
Nothing in these Terms and Conditions confers or purports to confer on any third party any right to enforce any of these Terms.
ENTIRE AGREEMENT
Together with the Purchase order or/and Contract, these Terms constitute the entire agreement between CC and the Customer in relation to the Services and supersede all previous communications. Each party acknowledges that it has not relied on any commitment, representation, or warranty in entering the Contract, other than those expressly set out in the Purchase order or/and Contract. No amendment or other variation to these Terms initiated by the Customer will be effective unless it is in writing dated and signed by a duly authorised representative of CC and the Customer.
If there is any conflict between these Terms and the Terms of Engagement or any in our catalogue or elsewhere, these Terms (as displayed on our website) will prevail.
FURTHER INFORMATION
If you wish to raise any queries, please contact us at: hello@cognitivecreators.com.
