USER TERMS AND CONDITIONS
These Cognassist Platform Terms of Service (together, the “Agreement”) are entered into by Cognassist UK Limited (company number 12159846) and registered address Rmt Accountants & Business Advisers Ltd, Gosforth Park Avenue, Newcastle Upon Tyne, England, NE12 8EG (“Cognassist”) and the person agreeing to these terms (“Customer”) and govern Customer’s access to and use of the Services.
This Agreement is effective when Customer continues onto the platform (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.
1. Provision of the Services.
1.1 Services Use. During the Term, Cognassist will provide the services in accordance with the Agreement and Customer may use the Services, in accordance with the Agreement.
1.2 Accounts. Customer must have an account to use the services and is responsible for the information it provides to create the account, the security of its passwords for the account, and for any use of its account. Cognassist has no obligation to provide multiple accounts to Customer.
1.3 Modifications.
(a) To the services. Cognassist may make reasonable updates to the services from time to time.
(b) To the Agreement. Cognassist may make changes to this Agreement from time to time. Unless otherwise noted by Cognassist, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the privacy policy or are required by applicable law, in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer may stop using the services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer’s continued use of the services after such material change will constitute Customer’s consent to such changes.
(c) To the Privacy Policy. Cognassist may only change the Privacy Policy where such change is required to comply with applicable law, is expressly permitted by the Privacy Policy, or:
(i) is commercially reasonable;
(ii) does not result in a material reduction of the security of the services;
(iii) does not expand the scope of or remove any restrictions on Cognassist’s processing of “Customer Personal Data,” as described in the “Scope of Processing” Section of the Privacy Policy; and
(iv) does not otherwise have a material adverse impact on Customer’s rights under the Privacy Policy.
If Cognassist makes a material change to the Privacy Policy in accordance with this Section 1.4(c) (Modifications: To the Privacy Policy), Cognassist will post the change at the webpage containing the Privacy Policy.
2. Customer Obligations.
2.1 Compliance. Customer will (a) ensure that Customers’ use of the services complies with the Agreement, (b) promptly notify Cognassist of any unauthorized use of, or access to, the account, or Customer’s password of which Customer becomes aware.
2.2 Privacy. Customer is responsible for any consents and notices required to permit Cognassist’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
2.3 Restrictions. Customer will not, (a) copy, modify, or create a derivative work of the services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the services (except to the extent such restriction is expressly prohibited by applicable law); or (c) sell, resell, sublicense, transfer, or distribute any or all of the services.
2.4 Copyright. Cognassist responds to notices of alleged copyright infringement and will terminate the accounts of repeat infringers in appropriate circumstances.
3. Suspension.
3.1 Acceptable Use Violations. If Cognassist becomes aware that Customer’s use of the services violates this Agreement or what Cognassist deem reasonably as acceptable use, Cognassist will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Cognassist’s request, then Cognassist may suspend all or part of Customer’s use of the services until the violation is corrected.
3.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations), Cognassist may immediately suspend all or part of Customer’s use of the services if (a) Cognassist reasonably believes Customer’s use of the services could adversely impact the services, other customers’ use of the services, or the Cognassist network or servers used to provide the services; (b) there is suspected unauthorised third-party access to the services; (c) Cognassist reasonably believes that immediate suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 2.3 (Restrictions) or this Agreement. Cognassist will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At Customer’s request, Cognassist will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.
4. Intellectual Property Rights; Protection of Customer Data; Feedback.
4.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Cognassist owns all Intellectual Property Rights in the services and software.
4.2 Protection of Customer Data. Cognassist will only access or use Customer Data to provide the services and will not use it for any other Cognassist products, services, or advertising. Cognassist has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Privacy Policy.
4.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the services to Cognassist (“Feedback”). If Customer provides Feedback, then Cognassist may use that Feedback without restriction and without obligation to Customer.
5. Confidential Information.
5.1 Obligations. The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
5.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its affiliate may also disclose Confidential Information to the extent required by applicable legal process; provided that the recipient or its affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of legal process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
6. Term and Termination.
6.1 Agreement Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination).
6.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
6.3 Termination for Convenience. Customer may stop using the services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable services. Cognassist may terminate this Agreement for its convenience at any time with 30 days’ prior written notice to Customer.
6.4 Termination Due to Applicable Law; Violation of Laws. Cognassist may terminate this Agreement immediately on written notice if Cognassist reasonably believes that (a) continued provision of any service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Cognassist to violate any laws.
6.5 Effect of Termination. If the Agreement is terminated, then all rights and access to the services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement.
7. Representations and Warranties.
Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the services, as applicable.
8. No Agency.
The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Agreement. Neither party is an agent of the other party nor authorized to obligate it.
9. Disclaimer.
Except as expressly provided for in the Agreement, Cognassist does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the services or software and (b) any representations about content or information accessible through the services.
10. Limitation of Liability.
10.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 10.3 (Unlimited Liabilities), neither party will have any liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
10.2 Limitation on Amount of Liability. Cognassist’s total liability for damages arising out of or relating to the Agreement is limited to zero (0) GBP.
10.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
(a) its fraud or fraudulent misrepresentation;
(b) its obligations under Section 13 (Indemnification);
(c) its infringement of the other party’s Intellectual Property Rights; or
(d) matters for which liability cannot be excluded or limited under applicable law.
11. Indemnification.
11.1 Customer Indemnification Obligations. Customer will defend Cognassist providing the services and indemnify them against any and all liabilities, including judgments, costs and reasonable counsel fees in any third-party legal proceeding to the extent arising from the Customer’s use of the services in breach of Section 2.3 (Restrictions).
12. Miscellaneous.
12.1 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
12.2 Subcontracting. Cognassist may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
12.3 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
12.4 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
12.5 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
12.6 Governing Law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by English law. Cognassist both irrevocably agree that 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) will be subject to the exclusive jurisdiction of the courts of England and Wales.
12.7 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
12.8 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Privacy Policy and the remainder of the Agreement.
12.9 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement