01 — Agreement

Acceptance

These Terms & Conditions ("Terms") govern your access to and use of websites, applications, and related services operated by Cognisoft Labs ("Cognisoft," "we," "us"). By accessing or using our Services, you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that entity.

02 — Services

What we provide

Cognisoft provides software, design, AI, and consulting services as described in proposals, statements of work, or order forms executed with you ("SOWs"). In the event of conflict between these Terms and a signed SOW, the SOW prevails for that engagement.

03 — Use of the website

Permitted use

You agree to use our websites and demos only for lawful purposes. You may not:

• Attempt to gain unauthorized access to systems, data, or accounts;
• Interfere with or disrupt the Services or servers;
• Scrape, mine, or automate access in a way that impairs performance or violates robots.txt;
• Use the Services to distribute malware, spam, or infringing content.

04 — Intellectual property

Ownership

Unless otherwise agreed in writing, Cognisoft retains all rights in its pre-existing materials, tools, frameworks, and methodologies. Deliverables and ownership of custom work product are as set forth in your SOW. Our name, logos, and branding may not be used without prior written consent except as permitted for customary attribution.

05 — Client materials

Your content

You grant Cognisoft a limited license to use materials you provide (data, designs, credentials) solely to perform the Services. You represent that you have the rights to provide those materials and that they do not violate third-party rights.

06 — Fees & payment

Billing

Fees, milestones, and payment terms are defined in your SOW. Late payments may incur interest or suspension of Services as described therein. Taxes are your responsibility unless stated otherwise.

07 — Warranties

Disclaimer

Except as expressly stated in a signed SOW, the Services are provided "as is." To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. AI-generated or automated outputs may require human review; we do not warrant error-free operation of experimental or third-party models.

08 — Limitation of liability

Cap

To the fullest extent permitted by law, Cognisoft's aggregate liability arising out of these Terms or the Services shall not exceed the fees paid to Cognisoft for the specific engagement giving rise to the claim during the twelve (12) months preceding the claim, or one hundred dollars ($100) if no fees apply. We are not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or data.

09 — Indemnity

Your responsibility

You will defend and indemnify Cognisoft against claims arising from your materials, your use of the Services in violation of these Terms, or your violation of applicable law, subject to our prompt notice and reasonable cooperation.

10 — Termination

Ending access

We may suspend or terminate access to public websites or demos for breach or risk. Project-specific termination is governed by your SOW. Provisions that by nature should survive (e.g. IP, confidentiality, limitation of liability) will survive termination.

11 — Governing law

Jurisdiction

These Terms are governed by the laws applicable to your primary contracting entity as stated in your SOW, or otherwise the laws of the United Arab Emirates / Dubai International Financial Centre (as applicable to Cognisoft's operations), excluding conflict-of-law rules. Courts of competent jurisdiction shall have exclusive venue as agreed in the SOW or, if absent, as determined by Cognisoft's registered jurisdiction.

Note:Replace the governing law paragraph with your legal counsel's choice of jurisdiction.

12 — Changes

Updates

We may revise these Terms periodically. Continued use after changes constitutes acceptance. For material changes to paid engagements, your SOW controls.

13 — Contact

Questions

For questions about these Terms, contact hello@cognisoftlabs.com.