Last updated 7 July 2025
These Terms of Service, as may be amended from time to time (this “Agreement”), set forth the legally binding terms for the use of the Services provided by The Cognition Company Group Ltd (“CogCo”) under a Sales Order Form (SOF) and any related Statement of Work (SOW) (each as defined below). This Agreement is by and between CogCo and the company or entity on whose behalf you are accepting this Agreement (the “Customer”). You represent that you have the authority to bind the Customer to the terms of this Agreement. By agreeing to the terms of this Agreement, or by accessing or using the Services, or by executing a SOF or SOW that references this Agreement, the Customer expressly agrees to and consents to be bound by all of the terms of this Agreement. If Customer does not agree to any of the terms of this Agreement, Customer is prohibited from accessing or using the Services or executing a Sales Order Form that references this Agreement. The effective date of this Agreement is the date set forth on a SOF (if applicable) or otherwise the date on which the Customer accesses or commences using the Services (the “Effective Date”). Collectively, CogCo and the Customer may be referred to as the “Parties” and each a “Party.” Certain capitalized terms used herein are defined in Section 42 (Definitions and Interpretation). The Parties agree as follows:
1. Provision of Services
1.1 CogCo shall make the Services available to Customer during the subscription term specified in the applicable SOF and grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services, solely for Customer's business use, all in accordance with this Agreement, the applicable SOF(s) and the Documentation.
1.2 The Services shall be provided in accordance with any agreed Service Level Arrangements. The Service Level Arrangements (including the issue of Service Credits) state the Customer's sole and exclusive right and remedy, and CogCo's only obligation and liability, in respect of the use by the Customer or the performance and availability of the Services, or their non-performance and non-availability.
1.3 Subject to Customer's payment of all applicable Fees, Customer shall be entitled to receive support for the Services as set forth on the applicable SOF (“Support Services”). CogCo is not obligated under the terms of this Agreement to provide any customer service or Support Services to any User other than Customer&qapos;s administrators; such responsibility (if any) shall remain with Customer.
1.4 The Services may be used by Customer in connection with services or applications that interoperate with the Services that are provided by Customer or a third party (“Third Party Services”). Third Party-Services are not Services nor provided by CogCo, and their use by Customer is subject to Customer's agreement with their applicable providers (“Third Party Providers”). CogCo does not guarantee that the Services will interoperate with any particular Third Party Service, and CogCo's support obligations shall not extend to any Third Party Services.
1.5 CogCo shall not be responsible or liable to the Customer for any Third Party Disruption which shall remain the sole responsibility of the Third Party Providers and CogCo shall not issue Service Credits to the Customer for such Third Party Disruption. The issuance of