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Terms & Conditions

Last updated: 20 February 2025 ยท Effective: 20 February 2025

These Terms govern your use of the Cognoscent website and the professional services engagements we conduct. By accessing this website or commissioning an engagement, you agree to these Terms. Questions: [email protected].

1. Definitions

  • "Cognoscent," "we," "us," "our" โ€” Cognoscent, operating from 182 Cecil Street, #17-01, Frasers Tower, Singapore 069547.
  • "You," "Client," "User" โ€” any individual or organisation accessing this website or commissioning an engagement.
  • "Services" โ€” the AI consulting engagements described on this website: AI Knowledge Extraction, Reinforcement Learning Environment Design, and AI Technical Due Diligence.
  • "Engagement Agreement" โ€” the written scope agreement signed before any Services commence.
  • "Deliverables" โ€” outputs, reports, and documentation produced during an engagement as specified in the Engagement Agreement.
  • "Website" โ€” the website at cognosin.pro and its associated pages.

2. Acceptance of Terms

By accessing this Website, you confirm that you are at least 18 years of age and have the legal capacity to enter into these Terms. If accessing on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

3. Services and Availability

Cognoscent provides three professional AI service lines. All Services are subject to availability and to our assessment of fit at the time of enquiry. We reserve the right to decline an engagement if the situation does not fit our defined service lines or if internal capacity does not permit acceptance. Any such determination will be communicated promptly following initial contact, without charge.

4. Engagement Agreements

All Services are governed by a written Engagement Agreement executed before commencement. The Engagement Agreement will specify the service line, deliverables, timeline range, fixed price in SGD, and confidentiality terms. No Services will begin without a signed Engagement Agreement.

Scope changes requested by the client after agreement is signed will be discussed and agreed in writing before any additional work proceeds. We will not perform work outside the agreed scope without written agreement on scope and price.

5. User Accounts

This Website does not currently require user accounts for general access. If account functionality is introduced in the future, these Terms will be updated accordingly.

6. User Responsibilities

When using this Website or engaging our Services, you agree to:

  • Provide accurate and complete information in all communications and form submissions
  • Not attempt to interfere with the operation of this Website
  • Not use this Website to transmit harmful, misleading, or unlawful content
  • Not attempt to gain unauthorised access to any part of this Website or its underlying systems
  • Provide timely and accurate information necessary for the conduct of commissioned engagements

7. Intellectual Property

All content on this Website โ€” text, design, structure, and code โ€” is owned by or licensed to Cognoscent. You may not reproduce, distribute, or create derivative works from Website content without our written permission.

Regarding engagement deliverables: upon receipt of full payment, Cognoscent grants the client a non-exclusive, perpetual licence to use the Deliverables for internal business purposes. Cognoscent retains the right to use anonymised methodologies, approaches, and frameworks developed during engagements in future work.

Client data shared with Cognoscent for the purpose of an engagement remains the intellectual property of the client. We will not use client data for any purpose other than conducting the commissioned engagement.

8. Payment Terms

  • All prices are stated in Singapore Dollars (SGD) and are inclusive of applicable taxes unless otherwise stated in the Engagement Agreement.
  • Payment terms will be specified in the Engagement Agreement. Standard terms are 50% on agreement execution and 50% on delivery of final Deliverables.
  • Payment is accepted by bank transfer to a Singapore-registered account. Details provided in the Engagement Agreement.
  • Overdue payments may incur interest at 1.5% per month on the outstanding balance from the due date.
  • All fees are non-refundable once an engagement has commenced, except as stated in Section 11 (Termination).

9. Service-Specific Terms

AI Knowledge Extraction: The quality of extracted knowledge is dependent on the quality and accessibility of source materials provided. Cognoscent will document quality metrics and limitations clearly in the deliverables but cannot warrant extraction completeness where source materials are incomplete, inaccessible, or in formats that limit extraction.

Reinforcement Learning Environment Design: The simulation environment is designed to model the real-world system as described and documented by the client. Cognoscent is not responsible for discrepancies that arise from incomplete or inaccurate information provided by the client during the problem formulation phase.

AI Technical Due Diligence: The assessment reflects the state of the systems and materials reviewed during the engagement period. Findings should not be construed as a warranty or guarantee regarding the future performance of the reviewed assets. The report is intended for the commissioning party only and should not be relied upon by third parties without Cognoscent's written consent.

10. Disclaimers

This Website and its content are provided on an "as is" basis. Cognoscent makes no warranties, express or implied, regarding the accuracy, completeness, or suitability of Website content for any particular purpose.

The information on this Website does not constitute professional advice. Engagement Deliverables constitute professional work product and are subject to the terms of the relevant Engagement Agreement.

11. Limitation of Liability

To the maximum extent permitted by Singapore law, Cognoscent's aggregate liability to a client for any claim arising from an engagement shall not exceed the total fees paid by the client for that engagement.

Cognoscent shall not be liable for indirect, consequential, or incidental losses, including loss of profit, loss of data, or business interruption, even if advised of the possibility of such losses.

12. Indemnification

You agree to indemnify and hold harmless Cognoscent, its principals, and team members from any claims, damages, or expenses (including reasonable legal fees) arising from your breach of these Terms or your use of the Website or Services in a manner that causes harm to a third party.

13. Termination

Either party may terminate an engagement by written notice if the other party materially breaches the Engagement Agreement and fails to remedy the breach within 10 business days of written notice.

If Cognoscent terminates due to client breach, fees for work completed to the date of termination are payable. If Cognoscent terminates for reasons other than client breach, fees for work already paid will be refunded on a pro-rata basis for work not yet commenced.

14. Confidentiality

All engagements are subject to a mutual non-disclosure agreement executed prior to any substantive information sharing. The NDA terms govern the treatment of confidential information exchanged during an engagement and will survive termination of the engagement for a period of three years.

15. Dispute Resolution

These Terms are governed by the laws of Singapore. In the event of a dispute, the parties agree to first attempt resolution through good-faith discussion within 30 days of written notice of the dispute.

If resolution is not reached through discussion, disputes shall be referred to and finally resolved by arbitration in Singapore in accordance with the arbitration rules of the Singapore International Arbitration Centre (SIAC). The language of arbitration shall be English.

16. General Provisions

  • Entire agreement: These Terms and any applicable Engagement Agreement constitute the entire agreement between the parties regarding their subject matter.
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.
  • Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in future.
  • Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights in connection with a business transfer.
  • Notices: Formal notices under these Terms should be sent to [email protected] or to our registered address.

17. Changes to These Terms

We may update these Terms from time to time. Material changes will be reflected in the "Last updated" date at the top of this page. Continued use of the Website after a material change constitutes acceptance of the updated Terms. Existing Engagement Agreements are not affected by updates to these Terms made after the agreement was signed.

18. Contact

Cognoscent โ€” Legal Enquiries

182 Cecil Street, #17-01, Frasers Tower, Singapore 069547

Email: [email protected]

Phone: +65 6264 8593