Terms of Engagement

These Terms of Engagement ("Terms") govern the professional relationship between Cognition Systems Architecture ("we", "us", "our", "the Firm") and you ("the Client"). By instructing us or accepting a proposal, you agree to these Terms.

1. Scope of services

The specific services to be provided, timescales, and fees will be set out in a written proposal or Statement of Work ("SOW") agreed between us. These Terms apply to all engagements unless a separate written agreement expressly overrides them.

We reserve the right to decline or withdraw from any engagement where doing so is necessary to maintain compliance with professional standards, regulatory obligations, or ethical requirements.

2. Our obligations

We will:

• Perform services with reasonable skill, care, and diligence.
• Assign appropriately qualified personnel to your engagement.
• Keep you reasonably informed of material developments.
• Maintain the confidentiality of your information in accordance with clause 7.
• Comply with applicable professional standards and regulations.

3. Your obligations

You agree to:

• Provide accurate, complete, and timely information, data, and access necessary for us to perform the services.
• Designate a suitably authorised point of contact for the engagement.
• Review and approve deliverables promptly.
• Inform us immediately of any changes in your circumstances that may affect the engagement.
• Pay invoices in accordance with clause 4.

We accept no liability for errors or delays caused by incomplete or inaccurate information provided by you.

4. Fees and payment

Fees will be set out in the relevant proposal or SOW. Unless stated otherwise:

• Invoices are payable within 30 days of the invoice date.
• We reserve the right to charge interest on overdue amounts at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• All fees are exclusive of VAT, which will be added where applicable at the prevailing rate.
• We may require a deposit before commencing work. This will be specified in the proposal.
• Out-of-pocket expenses (travel, third-party software licences, etc.) will be agreed in advance and billed at cost.

5. Intellectual property

Background IP (ours): All methodologies, frameworks, tools, templates, proprietary processes, and know-how developed by us prior to or independently of your engagement ("Background IP") remain our sole intellectual property. Nothing in these Terms assigns or transfers any Background IP to you.

Bespoke deliverables: Subject to receipt of full payment of all fees due under the relevant SOW, we hereby assign to you with full title guarantee all intellectual property rights (including copyright) in deliverables created specifically and exclusively for your engagement ("Bespoke Deliverables"). Assignment takes effect at the moment of full payment. Prior to full payment, all rights in Bespoke Deliverables remain vested in us.

Licence-back: Upon assignment of Bespoke Deliverables, you grant us a non-exclusive, royalty-free, perpetual licence to use them for our internal know-how, professional development, and (in anonymised or aggregated form only) for demonstrating our capabilities, provided no confidential information is disclosed.

Third-party components: Where deliverables incorporate third-party software, open-source code, or licenced materials, we will notify you and the relevant third-party licence terms will apply. We will use reasonable efforts to obtain any consents required.

Your data and materials: All data, documents, and materials you provide to us remain your property. We will not use them for any purpose other than performing the services.

6. Limitation of liability

Cap: Our total aggregate liability to you arising out of or in connection with any engagement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of: (a) the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; or (b) the amount recoverable under our professional indemnity insurance policy in respect of the relevant claim.

Increased cap by agreement: If you require a higher liability cap, you may request this in writing before the engagement commences. We will consider such requests and, where agreed, may adjust our fees to reflect any additional insurance or risk taken on. Any agreed higher cap must be recorded in the SOW or a written amendment.

Excluded losses: To the fullest extent permitted by law, we shall not be liable for any indirect, consequential, special, incidental, or punitive loss, including but not limited to loss of profit, loss of revenue, loss of anticipated savings, loss of contracts, loss of goodwill, or loss or corruption of data, even if we had been advised of the possibility of such losses.

Unlimited liability: Nothing in these Terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be lawfully limited or excluded under applicable law.

Reasonableness: The parties acknowledge that the limitations of liability in this clause reflect a fair and reasonable allocation of risk between commercial parties, having regard to: the fees charged; the availability of professional indemnity insurance; the fact that you have had the opportunity to negotiate these Terms; and the fact that you are independently able to maintain your own insurance. You confirm you have considered whether to seek higher limits under clause 6.2.

We recommend that you maintain appropriate professional and business insurance and do not rely solely on our services for statutory compliance decisions without independent professional advice.

7. Data protection

Each party shall comply with its obligations under UK GDPR and the Data Protection Act 2018 in connection with any personal data processed under or in connection with these Terms.

Where we process personal data on your behalf as a data processor (as defined in UK GDPR), the following apply:

• We will process personal data only on your documented instructions.
• We will ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations.
• We will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
• We will not engage sub-processors without your prior written consent.
• We will assist you, at your cost, in responding to data subject requests and in meeting your obligations under Articles 32–36 of UK GDPR.
• We will delete or return all personal data to you on termination of the engagement, at your election.
• We will maintain records of processing activities as required under Article 30 UK GDPR.

Where the nature of an engagement requires a more detailed Data Processing Agreement, the parties will execute one before processing commences. Our standard Data Processing Agreement template is available for review. See our Privacy Policy for how we handle data collected through our website.

8. Confidentiality

Each party ("Receiving Party") agrees to keep the other party's confidential information strictly confidential and not to disclose it to any third party without the disclosing party's prior written consent, except:

• Where required by law, regulation, or order of a court or competent regulatory authority (in which case the Receiving Party will, where lawful, give the disclosing party prompt written notice).
• To professional advisers who are themselves bound by equivalent confidentiality obligations.
• Where the information is or becomes publicly available through no fault of the Receiving Party.
• Where the Receiving Party can show it independently knew the information before receiving it.

This obligation survives termination of the engagement for a period of five years.

9. Termination

Either party may terminate an engagement by giving 30 days' written notice. We may terminate immediately on written notice if:

• You fail to pay any undisputed invoice within 14 days of a written payment reminder.
• You act in a manner that is unlawful, unethical, or that would put us in breach of our professional obligations or ACCA membership rules.
• A conflict of interest arises that cannot reasonably be managed or waived.
• You become insolvent, enter administration, or make any arrangement with creditors.

On termination: (a) you must pay for all services performed and expenses properly incurred up to the termination date, including pro-rated fees for any partially completed milestones; (b) we will promptly return or delete your materials and data; (c) clauses 5 (IP, insofar as payment has been made), 6 (liability), 8 (confidentiality), 11 (governing law), and 12 (general) survive termination.

10. Subcontracting

We may engage suitably qualified sub-contractors to assist in performing the services, provided we remain responsible for their work as if we had performed it ourselves. We will not sub-contract the core advisory or architectural design work without your prior written consent. Any sub-contractor will be bound by confidentiality obligations equivalent to those in clause 8.

11. Anti-bribery and professional standards

Both parties agree to comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and to maintain appropriate policies and procedures to prevent facilitation of tax evasion under the Criminal Finances Act 2017. We maintain professional indemnity insurance appropriate to our practice and hold ACCA membership, subject to that body's professional standards and disciplinary procedures.

12. General

Force majeure: Neither party shall be in breach of these Terms or liable for delay or failure to perform where such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to acts of God, pandemic, government action, power failure, or internet outage. The affected party shall promptly notify the other and use reasonable endeavours to mitigate the effect.

Entire agreement: These Terms, together with any applicable SOW and any written amendments, constitute the entire agreement between the parties relating to their subject matter and supersede all prior representations, negotiations, and agreements. Each party confirms it has not relied on any representation not set out in these Terms.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

No waiver: A party's failure or delay in exercising any right under these Terms shall not constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Third party rights: These Terms do not create any rights enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999, and no third party may enforce any provision of these Terms.

Variation: No variation of these Terms shall be effective unless made in writing and signed by authorised representatives of both parties.

Governing law and disputes: These Terms are governed by and construed in accordance with the laws of England and Wales. Any dispute shall first be subject to good-faith negotiation between senior representatives of the parties. If unresolved within 30 days of written notice of the dispute, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Changes to these Terms: We may update these Terms from time to time. The version in force at the date an SOW is signed applies to that engagement unless we agree otherwise in writing.

13. Contact

For any queries regarding these Terms, contact us at: hello@cognitionsystems.co.uk