Terms of Service

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'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 service credits by the Third Party Providers for any Third Party Disruption shall be the Customer's sole and exclusive remedy for such Third Party Disruption.

2. Ordering Procedure/Affiliate Usage

2.1 At any time during the term of this Agreement, the Customer, and each of its Affiliates, may place orders for Services hereunder by executing a SOF with CogCo.

2.2 Each SOF constitutes an offer by the Customer to purchase the Services specified therein (and any applicable SOW) pursuant to the terms of service hereof and those specified in the SOF and/or SOW. Accordingly, the execution and return of the acknowledgement copy of the SOF and/or SOW by CogCo shall establish a contract for the supply and purchase of those Services and shall come into force on the Effective Date.

2.3 Except as provided for under a SOF and/or SOW, and notwithstanding any language to the contrary, no additional or other terms of service communicated by or on behalf of either Party to the other shall be incorporated into this Agreement (any SOF or SOW) nor shall any such terms or conditions be of any effect.

2.4 When an Affiliate of the Customer signs a SOF and/or SOW under this Agreement, the Affiliate shall be considered the Customer for purposes of such SOF and/or SOW and shall be bound by the terms of service of this Agreement. Customer may utilize its subscriptions to the Services for the benefit of itself and its Affiliates, provided that: (i) any restrictions (such as quantity limitations) set forth in a SOF are for the aggregate use by Customer on behalf of itself and its Affiliates; (ii) Customer shall be liable to CogCo for all actions and omissions of its Affiliates with respect to the subject matter of this Agreement as if they were those of Customer hereunder; and (iii) notwithstanding the foregoing, in the event that the Customer purchases a subscription that is unlimited as to users (or identities or similar licensing metric), the Customer shall only be permitted to utilize the rights under such SOF for itself and those of its Affiliates that are expressly specified on such SOF.

3. CogCo's obligations

3.1 CogCo shall perform the Services using reasonable care and skill. CogCo shall use reasonable endeavours to meet any performance dates specified in the SOF, SOW and this Agreement, as the case may be, but any such dates shall be estimates only and time shall not be of the essence in the performance of such obligations.

3.2 CogCo reserves the right, in its absolute discretion, to: modify CogCo's Systems, network, system configurations or routing configuration; or modify or replace any Hardware or Software in its network or in equipment used to deliver any Services over its network, provided and to the extent that this has no adverse effect on CogCo's ability to perform its obligations under this Agreement and its provision of the Services.

4. Customer Obligations

The Customer shall:

• use the Services solely for its own business purposes in accordance with this Agreement, any related SOF and/or SOW and Applicable Law;
• use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable CogCo to provide the Services;
• make available in a timely manner for CogCo's use, at no charge to CogCo, all technical data, computer facilities, programs, files, documentation, test data, sample output or other information, resources and personnel required by CogCo for the performance of the Professional Services under this Agreement and the SOW(s). Customer will be responsible for, and assumes the risk of, any issues or problems resulting from: (i) the content, accuracy, completeness or consistency of all Customer computer facilities, programs, files, documentation, test data, sample output or other information and resources; and (ii) the competence of the personnel supplied by Customer;
• not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, operate as a service bureau or managed service, or otherwise commercially exploit or make the Services available whether directly or indirectly to any third party without CogCo's prior written consent;
• not interfere with or disrupt the integrity or performance of the Services or the data contained therein or other equipment or networks connected to the Services or jeopardise services supplied by CogCo to third parties on the same shared access infrastructure as the Services;
• not attempt to gain unauthorised access to the Services or its related systems or networks or collect, transmit or use information, or distribute software which covertly gathers or transmits information about a user;
• have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data submitted by it and its Users to the Services;
• identify and authenticate all Users and approve and control access by such Users of the Services; maintain the confidentiality of usernames, passwords and account information and notify CogCo promptly of any unauthorized access or use; and have sole responsibility for all activities that occur under its and its Users' usernames, passwords or accounts as a result of Customer's or Customer's Users' access to the Services and Documentation;
• forthwith notify CogCo and work with CogCo to promptly terminate access of any User to the Services if it becomes aware of any violation of Customer's obligations under this Agreement by such User;
• remain responsible for all actions and omissions of its Users as if they were those of Customer hereunder;
• subject to CogCo and its Representatives agreeing to follow reasonable confidentiality, security and safety policies of the Customer in place from time to time, prepare and provide (at its own cost) such access to the Customer's Site, Customer Data, Software interfaces, business applications, information and materials, as is reasonably requested by CogCo to the extent necessary to provide the Services;
• notify CogCo promptly of any Incident as well as any denial-of-service attack or distributed denial-of-service attack and work with CogCo to alleviate the situation as quickly as possible; and
• comply with all Applicable Laws, including export control and sanctions laws.

The Customer shall not store, distribute or transmit through the Services any Customer Data or material that:

• contains viruses or spam intended to damage any system or data;
• is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity; and/or
• is otherwise unlawful.

CogCo reserves the right but not the obligation to remove, or request that Customer remove, any materials or Customer Data from the Services that is reasonably believed to be unlawful or harmful to the Services or if a third party brings or threatens legal action regarding such materials or data.

Customer acknowledges that the successful completion of Professional Services is contingent upon timely completion of activities by Customer, or any third-party implementation partner contracted by Customer and CogCo as contemplated by the Parties as set forth in the applicable SOF or SOW. Any performance dates for set forth in a SOW are preliminary and subject to confirmation following the execution of the applicable ordering document. Customer may use the Professional Services during the subscription term under the applicable SOW or SOF. Any pre-paid Professional Services hours shall expire at the end of the relevant Professional Services SOW or SOF, will not be subject to any credit or refund, and will not be carried forward.

CogCo shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Customer's failure to meet (or timely meet) its responsibilities or obligations in this Agreement including any Schedules, an SOF and/or SOW or its failure to comply with CogCo's instructions in relation to the use of the Services.

5. Suspension of Services

CogCo may suspend the Services (and without liability) if:

• CogCo reasonably believes that the Services are being used in violation of this Agreement, a SOF and/or SOW, or Applicable Law;
• there is a denial-of-service attack on the Customer's servers or other event for which CogCo reasonably believes that the suspension of the Services is necessary to protect its network or its other customers;
• requested by a law enforcement or government agency; or
• the Customer fails to make a payment due to CogCo (which has not been disputed in good faith) within thirty (30) days from the date such payment was due. Such suspension by CogCo shall not be classed as an interruption, outage or disruption to the Services for the purpose of the Service Level Arrangements and the Customer shall remain liable for payment of the Services during any such suspension period.

CogCo shall, where possible, give the Customer written notice of a suspension at least forty-eight (48) hours in advance of the suspension unless a law enforcement or government agency directs otherwise or suspension on shorter or contemporaneous notice is necessary to protect CogCo or CogCo's other customers from an imminent and significant risk.

CogCo shall not suspend the Services if the grounds for the suspension is resolved during any applicable notice period and shall promptly reinstate suspended Services when the grounds for the suspension have been resolved. Information on CogCo's servers will be unavailable during a suspension of the Services.

6. Artificial Intelligence Use

The Services may incorporate machine learning features powered by Artificial Intelligence ("AI"), including but not limited to automated recommendations, content generation, data analysis, predictive insights and other intelligent outputs. Customer acknowledges and agrees that such features may be probabilistic in nature and are provided to assist users and may not always produce accurate, complete, or reliable outputs. All such outputs should be reviewed by qualified professionals before relying upon them. CogCo does not guarantee that AI-generated content will be free from bias, errors, or omissions.

Customer shall not be entitled to use the Services or any AI-generated content from the Services to (a) train or fine-tune machine learning or AI models, whether internal or third-party; or (b) develop competing AI tools or services, unless expressly permitted in writing by CogCo.

Customer agrees to (a) use AI-powered features responsibly and in accordance with Applicable Laws and ethical standards; (b) not rely solely on AI-generated outputs for decisions that may result in legal, regulatory, financial, health, or safety consequences; and (c) review and verify all AI-generated content prior to use. To the fullest extent permitted by law, CogCo shall not be liable for decisions made or actions taken based on AI-generated output.

7. Fees and Expenses

The Customer shall pay the Fees for the Services as set out in the SOF and in the currency specified therein. Except as otherwise specified herein or in a SOF, stated Fees are based on the scope of the Service subscriptions purchased and not actual usage, payment obligations are non-cancellable, Fees paid are non-refundable, and all Fees are quoted and payable in currency stated on the SOF.

In the event that Customer is purchasing a subscription based on the number of individual Users, messages, connections or another metric set forth in a SOF, and Customer's actual usage exceeds the applicable limit on such metric, overage charges shall apply based on the then-current per-unit rate on the applicable SOF as otherwise set forth therein, and Customer shall remit such charges to CogCo.

Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by CogCo with respect to future functionality or features.

Customer will reimburse CogCo for all reasonable travel and other related expenses actually incurred in connection with the performance of Professional Services. For the avoidance of doubt, CogCo shall have no obligation to maintain or provide any Third-Party Services on behalf of Customer.

8. Payments and Renewals

All Fees will be invoiced in advance and in accordance with the relevant SOF. Unless otherwise stated in a SOF, charges are due net thirty (30) days from the date of the invoice. Customer is responsible for maintaining complete and accurate billing and contact information.

All amounts due shall be paid by the Customer to CogCo in a timely manner and in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). CogCo may, without prejudice to any other rights it may have, set off any liability of the Customer to CogCo against any liability of CogCo to the Customer.

Without prejudice to any other right or remedy that CogCo may have, if the Customer fails to pay CogCo on the due date CogCo may charge interest on such sum from the due date for payment at the annual rate of eight (8) % above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is received in full, whether before or after any judgment.

All amounts payable to CogCo under a SOF shall become due immediately on termination of a SOF or this Agreement, despite any other provision to the contrary. This Clause is without prejudice to any right to claim for interest under the law, or any such right hereunder or under a SOF.

Each SOF, including all Services and quantities therein, shall automatically renew for periods equal to the initial subscription term provided on the SOF, unless either party gives the other party written notice of non-renewal or reduction at least ninety (90) days prior to the end of the then current subscription term. All renewal Fees shall be due on the renewal date of the applicable SOF and payable in accordance with this Section. Any pricing or changes for a renewal term shall be reflected on the applicable renewal SOF. CogCo reserves the right to modify the Fees in connection with a SOF renewal.

9. Taxes

All payments made by the Customer hereunder are exclusive of VAT. CogCo shall provide the Customer with a valid VAT invoice as required by Applicable Law.

If the Customer is required to make any deduction for or on account of tax from any payment due hereunder (a "Tax Deduction"): (i) the Customer shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to CogCo that it has so accounted; and (ii) the amount of the payment due hereunder shall be increased so that CogCo receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction.

The Parties shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, CogCo determines in its sole discretion that it (or any member of CogCo's group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, CogCo shall pay such amount to the Customer as CogCo determines in its sole discretion would leave CogCo in the same position as if the Customer had not been required to make any Tax Deduction.

10. Intellectual Property Rights

CogCo and its licensors shall retain exclusive ownership of all Intellectual Property Rights in CogCo's pre-existing materials, know-how, methodologies, software, tools, technologies, processes, AI models, algorithms and training data (excluding Customer Data) used to provide the Services or incorporated into the Deliverables ("Background IPR"). Nothing in this agreement transfers any ownership of such Background IPR to the Customer.

All Intellectual Property Rights in and to the Deliverables, including any materials developed, generated, or created by CogCo (whether manually or through the use of software-as-a-service offerings provided by CogCo), created specifically for, and relating solely to, the Customer's business shall vest in and be owned by the Customer upon creation. To the extent any such rights vest in CogCo, CogCo hereby assigns (or shall procure the assignment of) all such rights to the Customer.

The Customer grants CogCo a non-exclusive, non-transferable, royalty-free licence to use, copy, and modify any Customer Data or other materials provided to CogCo solely for the purpose of performing the Services and creating the Deliverables under this agreement.

CogCo shall not use the Deliverables or any Customer Data or other materials for any purpose other than as necessary to perform its obligations under this agreement, and shall not sub-license, assign, or otherwise transfer such materials or any rights in them without the Customer's prior written consent.

CogCo shall also have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Services. CogCo shall own any data derived from the operation of the Services that has been aggregated and de-identified so that results are non-personally identifiable with respect to Customer or any User, and nothing herein will prohibit CogCo from using such data in the operation of CogCo's business.

In the event the Customer fails to pay any undisputed fees when due, the licence granted under clause 10.3 shall terminate immediately, without prejudice to CogCo's other rights and remedies.

CogCo warrants that the Services and the Deliverables, as delivered by CogCo (excluding any Customer-provided materials or specified third-party content), shall not infringe the Intellectual Property Rights of any third party.

11. Confidentiality

Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated herein are granted to the other Party, or to be implied from the terms hereof.

"Confidential Information" means all confidential information or proprietary information (however recorded or preserved) disclosed by a Party or its Representatives (as defined below) to the other Party and that Party's Representatives whether before or after the date of this Agreement in connection with the Services, including but not limited to: the existence and terms of this Agreement (its Schedules) or any SOF and SOW or other agreement entered into in connection herewith or therewith; any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, plans of the disclosing party and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party; any information developed by the Parties in the course of carrying out the Agreement; and any information specifically identified as confidential by the disclosing Party.

The provisions of this Clause shall not apply to any Confidential Information that: is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause); was available to the receiving party on a non-confidential basis before disclosure by the disclosing Party; was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; or the Parties agree in writing is not confidential or may be disclosed.

Each Party: shall keep the other Party's Confidential Information secret and confidential protecting it in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care); shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (the "Permitted Purpose"); and shall not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Section 11.

A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that: it informs such Representatives of the confidential nature of the Confidential Information before disclosure; at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Section; and it remains liable to the other Party for any loss suffered as a result of any action taken by or on behalf of a Representative that would have amounted to a breach of the confidentiality obligations in this Agreement if it had been taken by the receiving Party.

A Party may also disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

A Party may, provided that it has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other Party of such disclosure.

On termination or expiry of this Agreement or a Sales Order Form, each Party shall: destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and certify in writing to the other Party that it has complied with the requirements of this Clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials so long as they are retained by a recipient Party.

The provisions of this Section 11 shall survive for a period of five (5) years from termination or expiry of this Agreement.

12. Non-Solicitation

The Customer shall not, without the prior written consent of CogCo, at any time from the Effective Date to the expiry of six (6) months after the completion of all Services, solicit or entice away from CogCo or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of CogCo. The Customer shall not be in breach of this Clause if it hires an employee or subcontractor of CogCo as a result of a general recruitment campaign not specifically targeted to any employees or subcontractors of CogCo or on consent of CogCo.

Any consent given by CogCo in accordance with Clause 12.1 shall be subject to the Customer paying to CogCo on demand a sum equivalent to 20% of the then current annual remuneration of CogCo's employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or subcontractor.

13. Data Security

CogCo shall maintain for the duration of this Agreement reasonable safety, technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, or disclosure of Customer Data.

14. Data Protection

The Data Processing Agreement (the "DPA") is incorporated by reference into this Agreement.

15. Representations and Warranties

Each Party represents and warrants that:

• It has all rights, capacity and authority required to enter into this Agreement and any SOF and/or SOW;
• it has the authority to grant any rights to be granted hereunder;
• this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms;
• the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound;
• it owns or has obtained valid licences, consents, permissions and rights to use and where necessary to license any materials reasonably necessary for the fulfilment of this Agreement, including any applicable third-party licences and consents; and
• it shall comply with all laws and regulations applicable to it in performing its obligations under this Agreement.

For the duration of a subscription to the Services (the "Warranty Period"), CogCo warrants that the Services, when used as permitted by CogCo and in accordance with the Documentation, will operate substantially as described in the Services Specifications. CogCo will, at its own expense and as its sole obligation and Customer's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to (i) correct any material reproducible error that Customer reports to CogCo in writing during the Warranty Period, or (ii) replace the defective Services. If CogCo, in its sole discretion, may not achieve either (i) or (ii) as a remedy for breach of this warranty, CogCo agrees to accept return of the Services, terminate the subscription and refund Customer all unused, prepaid Fees with respect to the defective Services.

The Customer represents and warrants that the Customer Data provided by it to CogCo is in compliance with the Data Protection Legislation and is free of all viruses, Trojan horses, and comparable elements which could harm CogCo's Systems or Software used by CogCo or its subcontractors to provide the Services.

16. Disclaimer

The Services, including any AI generated content, are provided "as is". Except for the express warranties set forth herein all representations, warranties, guarantees, conditions and terms, other than those expressly set out in herein whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. CogCo does not warrant that the Services and/or the Deliverables will meet the Customer's requirements or be uninterrupted or error-free. No oral or written information or advice given by CogCo or its authorized Representatives shall create a warranty or in any way increase the scope of any warranty herein. AI-generated results are not a substitute for professional advice.

Customer assumes sole responsibility for results obtained from the use of the Services and/or Deliverables, and for conclusions drawn from their use. CogCo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CogCo by the Customer in connection with the Services and/or Deliverables, or any actions taken by CogCo at the Customer's direction.

Each Party acknowledges that, in entering into this Agreement and any SOF and/or SOW, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in herein.

17. Indemnification

CogCo shall: defend at its own expense any action against the Customer brought by a third party alleging that the Services, in each case, as delivered, infringe any patents, copyrights or misappropriate any trade secrets, in each case, of a third party, and CogCo will indemnify and hold the Customer harmless against those costs and damages finally awarded against the Customer in any such action or those costs and damages agreed to in a monetary settlement of such action; and promptly notify the Customer in reasonable detail if it becomes aware of any actual or alleged infringement or other violation of Intellectual Property Rights in any Services or Deliverables, acknowledging that CogCo reserves the right to take such action as may be appropriate to restrain or prevent the infringement or violation of such Intellectual Property Rights.

If the Services become, or in CogCo's opinion are likely to become, the subject of an infringement claim, CogCo may, at its option and expense, either: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that they become non-infringing; or (iii) terminate the subscription to the infringing Services and refund Customer any unused, prepaid Fees for the infringing Services covering the remainder of the subscription term after the date of termination. Notwithstanding the foregoing, CogCo will have no obligation or liability under this Section or otherwise with respect to any infringement or misappropriation claim based upon: (a) any use of the Services not in accordance with this Agreement; (b) any use of the Services in combination with products, equipment, software, or data not supplied or approved in writing by CogCo if such infringement would have been avoided but for the combination with other products, equipment, software or data; or (c) any modification of the Services by any person other than CogCo. This Section states CogCo's entire liability and customer's exclusive remedy for any claims of infringement or misappropriation.

Customer shall indemnify CogCo on demand in connection with any claim by a third party that (a) any Customer Data or materials; or (b) the Customer's Pre-existing Materials is alleged or found to infringe or violate the Intellectual Property Rights of such third party. Customer will further defend at its own expense any action against CogCo brought by a third party (including any User) alleging any unauthorized or unlawful receipt, processing, transmission or storage of Personal Information by CogCo in the performance of its obligations as permitted under this Agreement, resulting from breach of the Customer's obligations regarding such data, and Customer will indemnify and hold CogCo harmless against those costs and damages finally awarded against CogCo in any such action or those costs and damages agreed to in a monetary settlement of such action.

"Indemnification Conditions" means the following conditions, which a Party must comply with to be entitled to the defence and indemnification obligations of the other Party under this Agreement. The indemnified Party must (i) notify the indemnifying Party promptly in writing of such claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim, provided that an indemnified Party's failure to promptly notify shall only relieve the indemnifying Party's indemnification obligations to the extent the indemnifying Party was prejudiced by such failure; (ii) give the indemnifying Party sole control of the defence thereof and any related settlement negotiations, provided that an indemnified Party may participate in its defence at its own cost and expense, and shall not make any admission of liability or take any other action that limits the ability of the indemnifying Party to defend or settle the claim; and (iii) cooperate and, at the indemnifying Party's request and expense, assisting in such defence or settlement.

18. Limitation of liability

Neither Party's cumulative liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability), misrepresentation (whether innocent or negligent), restitution or otherwise, shall exceed the total amount of fees paid or payable by Customer to CogCo hereunder for the Services giving rise to the liability in the twelve (12) months preceding the incident, or the other Party's actual damages, whichever is lower.

Nothing herein excludes the liability of a Party:

• for death or personal injury caused by its negligence;
• for fraud or fraudulent misrepresentation;
• for gross negligence or wilful misconduct;
• for any breach by it of its obligations under Clauses 7 (Fees and Expenses), 10 (Intellectual Property Rights) and 13 (Indemnification); or
• any matter for which it would be unlawful to exclude or restrict liability.

In no event shall either Party have any liability to the other for (i) error or interruption of use, loss or inaccuracy or corruption of data, (ii) cost of cover, (iii) any indirect, special, incidental, punitive, exemplary or consequential damages, or any loss of revenues and loss of profits, however caused and, whether in contract, tort or under any other theory of liability, whether or not the Party has been advised of the possibility of such damages. The foregoing exclusions will not apply to the extent prohibited by Applicable Law.

19. Insurance

Each Party shall take out and maintain adequate insurance with a reputable insurer to ensure its liability under this Agreement is covered and shall permit the other Party to inspect evidence of the same upon request.

20. Term and Termination

The Agreement shall commence on the Effective Date and shall continue in force so long as any subscription to Services set forth in any related SOF and/or SOW (and any subsequent SOF and/or SOW) is ongoing or as otherwise agreed to by the Parties in writing, unless earlier terminated as set forth herein. The provision of Services may be terminated (and any auto renewal cancelled) only in accordance with the terms of the relevant SOF, SOW or this Agreement.

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach of this Agreement by the other Party if such breach remains uncured at the expiration of such period.

Either Party may also terminate this Agreement immediately in writing without liability to the other if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Termination of this Agreement or a SOF shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement or SOF which existed at or before the date of termination.

21. Actions Upon Termination

On expiry or termination of this Agreement for any reason:

• CogCo shall immediately cease provision of the Services, but may provide transition services for a further period in accordance with the terms hereof and any SOF and/or SOW as agreed between the Parties;
• each Party shall return or destroy the other Party's Confidential Information in accordance with Clause 11.8;
• subject to any transition services, applicable licenses granted hereunder shall automatically terminate unless otherwise agreed by the Parties in writing;
• if CogCo receives, no later than ten (10) days after the effective date of the expiry or termination of this Agreement for any reason, a written request for the delivery to the Customer of the most recent backup of the Customer Data, CogCo shall use commercially reasonable endeavours to deliver the backup to the Customer within sixty (60) days of its receipt of such a written request in the format stored or in a format as otherwise reasonably requested by the Customer, provided that the Customer has at that time paid all fees and charges outstanding at (and including any resulting from) expiry or termination (whether or not due at the date of expiry or termination). Once such ten-day period has expired or CogCo has, at the Customer's request, delivered to the Customer the most recent backup of the Customer Data (as applicable), CogCo shall (subject to Clause 11.8) promptly expunge from CogCo's Systems and otherwise destroy or dispose of all of the Customer Data in its possession or control. The Customer shall pay all reasonable costs and expenses incurred by CogCo in returning and disposing of Customer Data and expunging it from CogCo's Systems.

Termination does not relieve Customer of the obligation to pay any Fees accrued or payable to CogCo prior to the effective date of termination. Upon any termination for cause by Customer, CogCo will refund Customer any unused, prepaid Fees covering the remainder of the subscription term after the date of termination. Termination for Customer's material uncured breach does not relieve Customer of any obligation to pay Fees that would have been payable but for such termination.

22. Audit

CogCo will have the right, upon reasonable prior written notice to Customer, at a mutually agreeable time, and no more than once in any twelve (12) month period, to either audit or have an independent audit firm selected by CogCo audit the Customer to verify compliance with this Agreement.

Any such audit will be conducted during normal business hours in a manner so as not to unreasonably interfere with Customer's normal operations. Such audits will be conducted at CogCo's expense.

If an audit reveals that Customer has failed to pay Fees consistent with its use of the Services, Customer will remit to CogCo the applicable Fees for the overuse, based on the then-current per-unit rate on the applicable SOF(s), and reimburse CogCo for all reasonable costs and expenses incurred by CogCo in connection with such audit.

23. Anti-bribery

Each Party shall:

• comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010 ("Relevant Requirements");
• have and maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and shall enforce them where appropriate;
• promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement;
• immediately notify the other Party (in writing) if a foreign public official becomes its officer or employee and/or acquires a direct or indirect interest therein (and warrants and represents that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement).

24. Survival

Any provision hereof that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

25. Force Majeure

Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations or liable for delay in performing, or failure to perform, any of its obligations hereunder or under a SOF and/or SOW if such delay or failure results from an event of Force Majeure, provided that: the other Party is notified of such an event and its expected duration; and it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned.

In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for twelve (12) weeks, the Party not affected may terminate this Agreement or SOF and/or SOW by giving thirty (30) days' written notice to the affected Party.

If the Force Majeure Event results in the suspension of all or any part of the Services, then the Customer shall not be obliged to pay the relevant Fees until such time as the Force Majeure Event shall have ceased to have effect, and the Services recommence in accordance with this Agreement.

26. Rights and remedies

Except as expressly provided herein, the rights and remedies provided hereunder are in addition to, and not exclusive of, any rights or remedies provided by law.

27. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

28. Severance

If any provision or part-provision hereof is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

If any provision or part-provision of hereof is deemed deleted under Clause 28.1, the Parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.

29. Assignment and Sub-Contracting

Neither Party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations hereunder or under a SOF or SOW. Notwithstanding the foregoing, either Party shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise (limited to the scope of the pre-assignment business of the assigning Party), provided that such assignment is not to a competitor of the other Party.

Unless otherwise expressly set out to the contrary herein or in the relevant SOF or SOW, CogCo may engage any person, company or firm as its agent or sub-contractor to perform all or any of its obligations or duties hereunder and/or any SOF or SOW. CogCo shall however be liable for the actions and omissions of its subcontractors that it engages with respect to its obligations under this Agreement.

30. No partnership or agency

Nothing herein is intended to or shall operate to create a partnership, joint venture, agency, or other fiduciary relationship between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Parties agree that no form of exclusive arrangement is created by this Agreement and nothing in this Agreement or in a SOF and/or SOW shall prevent CogCo from developing, using, selling, licensing or providing to any third party/ies any products or services similar to or the same as the Services including, for the avoidance of doubt, using its Pre-existing Materials.

31. Marketing and Publicity

Neither Party shall issue any press release, public announcement, or otherwise disclose the existence or terms of this Agreement, or use the other Party's name, logo, trademarks, or other identifying marks in any marketing, promotional, or sales materials (whether written, electronic, or otherwise), without the prior written consent of the other Party in each case.

Notwithstanding the foregoing, either Party may include the name and logo of the other Party in a standard list of customers or partners (as applicable), provided that: (a) such use is limited to non-promotional customer listings on websites, pitch decks, or similar materials; and (b) the disclosing party ceases such use promptly upon written request by the other party.

The Customer shall not publish or disclose any test results, performance benchmarks, or comparative analyses involving the Services without CogCo's prior written approval.

32. Third party rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

33. Notices

Any notice given to a Party under or in connection with this contract shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office set out above (if a company) or its principal place of business (in any other case); or sent by email to the following addresses (or an address substituted in writing by the Party to be served): CogCo: info@cogco.co; Customer: the address set out in the applicable SOF.

Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

34. Governing law

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.

35. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

36. Governing Language

The governing language for this Agreement and for negotiation and resolution of any disputes related to this Agreement is the English language. Each Party waives any right it may have under any law in any state or country to have the Agreement written in any language other than English.

37. Dispute resolution

If a dispute arises under or in connection with this Agreement ("Dispute"), including any Dispute arising out of any amount due to a Party, then before bringing any legal proceedings or commencing any other alternative dispute resolution procedure in connection with such Dispute, a party must first give written notice ("Dispute Notice") of the Dispute to the other party describing the Dispute and requesting that it is resolved under the dispute resolution procedure described in this Section ("Dispute Resolution Procedure").

If the Parties are unable to resolve the Dispute within thirty (30) days of delivery of the Dispute Notice, each party shall promptly (and in any event within five (5) Business Days): appoint a representative who has authority to settle the Dispute and is at a higher management level than the person with direct responsibility for the administration of this Agreement ("Designated Representative"); and notify the other Party of the name and contact information of its Designated Representative.

Acting reasonably and in good faith the Designated Representatives shall discuss and negotiate to resolve the Dispute, including agreeing the format and frequency for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one party to the other Party shall be complied with as soon as reasonably practicable.

If the Parties are unable to resolve the Dispute within thirty (30) days after the appointment of both Designated Representatives, either Party may proceed with any other available remedy.

Notwithstanding any other provision of this Agreement, a Party may seek interim or other equitable relief necessary (including an injunction) where damages would be an inadequate remedy.

38. Headings, Advice of Counsel, and Drafting

Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each Section. The Parties acknowledge that they have been advised by counsel of their own choosing, or had the opportunity to seek such counsel, and that its terms will be interpreted without any bias against one Party as drafter.

39. Entire Agreement

This Agreement, including any exhibits hereto and all SOFs and SOWs (which are incorporated herein by reference) constitutes the entire and final agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

40. Modifications and Amendments

This Agreement may not be modified except by written instrument signed by both Parties.

41. Counterparts

Each of this Agreement, any SOF or SOW may be executed by PDF or other electronic means, and in one or more counterparts, which taken together shall form one legal instrument.

42. Definitions and Interpretation

The definitions and rules of interpretation in this Section apply in this Agreement.

Definitions:

Affiliate: means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such person.

Applicable Law(s): laws, rules, regulations, regulatory guidance, regulatory requirements and any form of secondary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction which has the force of law and is relevant to the Services, and includes any amendments, re-enactments or replacements.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm in the UK on any Business Day.

CogCo's System(s): the information and communications technology system to be used by CogCo (or any of its sub-contractors) in performing the Services.

Customer Data: all documents, information, data, items, inputs and materials in any form owned by the Customer or a third party, which are provided by the Customer, or a third party on instruction from the Customer to CogCo in connection with the Services.

Data Protection Legislation: means all legislation in force from time to time applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended. The terms "Personal Data", "processing", "data subject", "controller", "processor", "personal data" and "personal data breach" shall have the meanings defined in Article 4 of the UK GDPR, and the terms "Data Processor" and "Data Controller" shall have the same meanings as "processor" and "controller" respectively.

Deliverables: all documents, reports, strategies, recommendations, plans, presentations, training materials, products, AI-generated outputs, and other materials developed by CogCo, its employees, contractors, subcontractors and/or its agents for the Customer as part of or in relation to the Services.

Documentation: means CogCo's then current on-line administrator user's manuals for the Services made generally available by CogCo on its website.

Fees: the fees payable to CogCo, as set out in a SOF.

Force Majeure Event: means an event which is beyond the reasonable control of the Party seeking to rely on such event (except to the extent such Party could reasonably have avoided such event or its consequences by implementing such business continuity and/or disaster recovery measures and otherwise exercising such level of care in each case as could reasonably be expected of a party in its position), including: riot, civil unrest, military action, terrorism or war (whether declared or not) or threat of or preparation for war; damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the party seeking to rely on such event; imposition of sanctions, embargo, blockade, or breaking off of diplomatic relations; epidemic (including any Public Health Emergency of International Concern or pandemic declared by the World Health Organization) or pandemic; any failure or refusal of any government or public authority to grant any necessary licence, permit or consent; interruption or failure of a utility service or transport or telecommunications network and/or breakdown of plant or machinery; severe delays or disruptions to the use of railways, shipping, aircraft, motor transport or other means of public or private transport; any change in applicable law which materially impacts a party's ability to perform any obligation under this Agreement and/or significantly increases the costs to be incurred and/or effort to be expended by any party in performing its obligations under this Agreement; earthquake, storm, fire, flood, landslide or other natural disaster; industrial action, strikes or lock-outs by employees of third parties (excluding sub-contractors and suppliers of the party seeking to rely on such event unless no substitute is reasonably available); any interruption, disruption or outage by any of the Third Party Software; and non-performance by suppliers and sub-contractors.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by CogCo (or any of its sub-contractors) to deliver any of the Services to the Customer.

Incident(s): any Vulnerability, Virus or security incident which: may affect the Assets; may affect CogCo's network and information systems such that it could potentially affect the Customer or the Assets; or is reported to CogCo by the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names, rights in domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Pre-existing Materials: any Intellectual Property Rights that: (i) are owned by or licensed to a Party before the Effective Date; or (ii) subsist in any inventions, works or other items developed by a Party independently of and other than specifically and solely for the other Party in accordance with an SOF, SOW or this Agreement.

Professional Services: the supply of workshops, training, audit of existing processes, design and implementation of data solutions by the Supplier to the Customer under a SOF and SOW.

Representatives: means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

Service Credit(s): any credits payable to the Customer in accordance with the Service Level Arrangements.

Service Level Arrangements: means any service level commitments agreed to by the Parties in a SOF and/or SOW.

Services: means the hosted, software-as-a-service offerings provided by CogCo that are identified on a SOF or otherwise made available to Customer, as well as any Set-up Services or Professional Services, as the case may, be purchased by the Customer also as set forth in a SOF and/or SOW.

Services Specification: the specification for Services as described in a SOF, SOW and/or the Documentation.

Set-up Services: the due diligence, design, configuration, build and related work, to be performed by CogCo to set up the Professional Services.

SOF or Sales Order Form: the written or electronic document specifying the Services to be supplied by CogCo along with the associated charges.

Software: any software used by CogCo (or any of its sub-contractors) to provide the Services to the Customer whether owned by a Third Party Provider, by the Customer or by CogCo.

SOW or Statement of Work: the detailed scope of work describing the Set-up Services or Professional Services and their scope, to be performed in accordance with this Agreement and SOF.

Term: the subscription term of the Services as detailed in a SOF.

Third Party Disruption: is any disruption, interruption or outage incurred as a result of any Third Party Provider.

User: means any administrator of Customer and individuals (including non-human devices) who are provisioned by Customer (or Customer's authorized third parties accessing Customer's services) to utilize the Services, or with whom Customer utilizes the Services, in connection with Customer's use of the Services. SOF's define the specific number and type of Users that Customer is authorized to permit to utilize the Services.

VAT: value added tax imposed by the Value Added Tax Act 1994 chargeable in the UK.

Virus: includes any malicious code, Trojan, worm and virus, lock, authorisation key or similar device that impairs or could impair the operation of the Software or the Services.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Rules of Interpretation:

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• A reference to writing or written and any cognate expression, includes a reference to any communication effected by electronic or similar means.
• References to Clauses and Schedules are to the Clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assignees.
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Schedules/Order of Priority

Each SOF and SOW that is executed by the Customer incorporates the terms of this Agreement and any Schedules hereto in effect as of such date of execution. In case of any conflict, inconsistency or ambiguity between any of the provisions in this Agreement, an SOF, SOW or a Schedule, the SOF, SOW, Schedule and this Agreement in that order shall prevail.