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COGENTA TERMS OF SERVICE
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Effective Date: 21st February of 2025
1. Introduction and Acceptance
1.1 Overview Â
Welcome to Cogenta (“we,” “us,” or “our”). These Terms of Service (“Terms”) govern your (“Client,” “you,” “your”) access to and use of our consulting and other related professional services (“Services”). By using or continuing to use our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any other policy or provision referenced herein. If you do not agree with any part of these Terms, you must not use our Services.
1.2 Additional Agreements; Order of Precedence Â
Certain projects or engagements may be governed by separate written agreements, such as a Statement of Work (SOW), a Service Level Agreement (SLA), or a Non-Disclosure Agreement (NDA). In the event of any conflict between these Terms and any SOW, SLA, or other written agreement, the provisions of the SOW, SLA, or other agreement shall prevail with respect to the conflicting subject matter.
2. Scope of Services
2.1 Description of Services Â
Cogenta offers a range of services including (but not limited to) CRM consulting, process optimization, organizational change management, technology integration, and project management. The specific scope, timelines, fees, and deliverables will be detailed in a relevant SOW or equivalent contract.
2.2 Best-Efforts Obligations Â
Unless expressly stated otherwise, Cogenta’s obligations are best-efforts (obligations of means), not guarantees of result. We will perform the Services with diligence, professionalism, and competence, but we cannot guarantee specific outcomes, given that final decisions, implementation, and results partly depend on factors beyond our control.
2.3 Exclusions and Modifications Â
Any additional work or modification to the original scope requested by the Client must be formalized via a written amendment or change order. Additional fees and/or extended timelines may apply.
2.4 No Guarantee of Outcome Â
Although we strive to deliver high-quality Services, success often depends on factors outside our control. Consequently, we provide no express or implied warranty regarding the achievement of any particular commercial, financial, or technical objective.
3. Client Responsibilities
3.1 Provision of Information and Access Â
You shall provide Cogenta with all information, resources, data, and system access required to perform the Services, accurately and in a timely manner. You remain solely responsible for ensuring that providing such information and access does not violate any third-party rights or legal provisions.
3.2 Primary Point of Contact Â
You shall designate a single point of contact with the appropriate decision-making authority. Any delays arising from the unavailability of your personnel or the inability to provide necessary approvals or resources may affect project timelines and deliverables. Cogenta shall not be held responsible for such delays.
3.3 Compliance with Laws Â
You represent and warrant that your use of the Services will comply with all applicable laws and regulations. You also agree not to request Cogenta to undertake any action that would violate applicable laws or your contractual obligations to third parties.
4. Confidentiality and Data Protection
4.1 Non-Disclosure Obligations Â
Each party agrees to maintain the confidentiality of any confidential or proprietary information (“Confidential Information”) disclosed by the other party. Such Confidential Information may be used solely for fulfilling obligations under these Terms or any applicable SOW. This confidentiality obligation remains in effect throughout the duration of the engagement and continues thereafter.
4.2 Data Protection Â
If Cogenta processes personal data on your behalf, we will implement reasonable technical and organizational measures to protect it. Where applicable, the parties shall enter into a data processing agreement compliant with relevant data protection laws (e.g., GDPR). You remain the data controller and are responsible for obtaining all necessary consents or legal bases for the data processing activities.
4.3 Exceptions Â
Confidentiality obligations do not apply to information that:Â Â
• becomes publicly available without breach of these Terms Â
• was lawfully in the receiving party’s possession prior to disclosure Â
• is received from a third party not bound by confidentiality obligations Â
• must be disclosed to fulfill a legal requirement or court order, provided the receiving party promptly notifies the other party and reasonably cooperates in seeking a protective order or confidential treatment
5. Intellectual Property Rights
5.1 Pre-Existing Materials Â
Cogenta retains all rights, title, and interest in any methodologies, frameworks, templates, tools, or proprietary documents (“Pre-Existing Materials”) developed prior to or outside of the engagement.
5.2 Ownership of Deliverables Â
Unless otherwise stated in a SOW or contract, Cogenta grants you a non-exclusive, non-transferable license to use any deliverables created specifically for you under a SOW, solely for your internal business purposes.
5.3 Feedback Â
You agree that any feedback, suggestions, or ideas you provide to Cogenta may be used for any business purpose, as long as such use does not breach any applicable confidentiality obligations.
6. Fees and Payment
6.1 Payment Terms Â
All fees for the Services are detailed in the applicable SOW or contract. Unless otherwise agreed in writing, invoices must be paid within ten (10) days of the invoice date. If payment is not received by the due date, interest on the outstanding amount will accrue automatically and without prior notice, at the legal interest rate in effect in the relevant jurisdiction, from the day following the due date until full payment is made.
6.2 Expenses Â
You agree to reimburse Cogenta for all reasonable, pre-approved expenses incurred in performing the Services (e.g., travel costs, software licensing fees). If applicable, mileage or other travel-related expenses may be invoiced separately under agreed-upon conditions.
6.3 Taxes Â
All fees are exclusive of any applicable taxes, duties, or levies. You are responsible for all taxes associated with the Services, except for taxes on Cogenta’s net income.
7. Limitation of Liability
7.1 Exclusion of Special or Indirect Damages Â
To the maximum extent permitted by law, Cogenta shall not be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.
7.2 Liability Cap Â
In no event shall Cogenta’s total liability exceed the total amount of fees you have paid for the Services during the six (6) months preceding the claim.
7.3 Disclaimer of Warranties Â
Except as explicitly stated in these Terms or an applicable SOW, Cogenta disclaims all warranties, whether express or implied (including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement).
8. Indemnification
8.1 Indemnification by the Client Â
You agree to indemnify, defend, and hold harmless Cogenta, its officers, directors, employees, contractors, and agents from and against any claim, damage, liability, cost, and expense (including reasonable attorneys’ fees) arising out of or related to: Â
• your breach of these Terms or any other agreement with Cogenta Â
• your use of the Services in violation of applicable laws or regulations Â
• any allegation that the information or data you provide infringes the rights of a third party
8.2 Indemnification by Cogenta Â
Subject to the limitations set forth in Section 7, Cogenta agrees to indemnify, defend, and hold you harmless against any claim, damage, liability, cost, and expense (including reasonable attorneys’ fees) arising from a third-party claim that Cogenta’s Pre-Existing Materials, as provided to you, infringe a valid intellectual property right.
8.3 Indemnification Procedure Â
The party seeking indemnification must promptly notify the other party in writing of any claim or legal proceeding. The indemnifying party shall have exclusive control over the defense and any settlement, provided that any settlement imposing non-monetary obligations on the indemnified party requires the indemnified party’s prior written consent (such consent not to be unreasonably withheld).
9. Termination of Services
9.1 Termination by Either Party Â
Either party may terminate an engagement or these Terms (if no other engagement is ongoing) in accordance with the notice period specified in the applicable SOW or contract. In the absence of a specified notice period, thirty (30) days’ notice shall apply.
9.2 Effects of Termination Â
Upon termination, you agree to pay for all Services rendered and expenses incurred up to the effective date of termination. Any license or right to use the deliverables granted under these Terms or a SOW may automatically terminate unless otherwise agreed in writing.
9.3 Survival Â
Provisions concerning confidentiality, data protection, intellectual property, limitation of liability, and any other clause that, by its nature, should survive termination will remain in effect even after the contract ends.
10. Force Majeure Â
Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, wars, strikes, pandemics, governmental actions, or interruptions of public utilities. The affected party must promptly notify the other party and make reasonable commercial efforts to resume performance as soon as possible.
11. Governing Law and Dispute Resolution
11.1 Governing Law Â
These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with Belgian law, without regard to conflict of laws rules.
11.2 Dispute Resolution Â
The parties will use their best efforts to resolve any dispute amicably. Failing an amicable resolution, the dispute may be submitted to mediation or arbitration in Belgium, under rules agreed upon by the parties. Any arbitration award may be recognized and enforced by any court of competent jurisdiction.
12. Modifications to Terms Â
Cogenta reserves the right to modify these Terms at any time. Any material change will be posted publicly on our website or communicated directly. Your continued use of the Services after the effective date of such changes constitutes your acceptance of the revised Terms.
13. Miscellaneous
13.1 Entire Agreement Â
These Terms, along with any SOW, SLA, NDA, or other applicable written agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations or agreements. In case of conflict between these Terms and any SOW or SLA, the SOW or SLA shall prevail.
13.2 No Waiver Â
No waiver of any right or remedy under these Terms is valid unless in writing and signed by an authorized representative of the waiving party. Failure to enforce any provision does not constitute a waiver of future enforcement of that or any other provision.
13.3 Severability Â
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and all other provisions shall remain in full force and effect.
13.4 Assignment Â
No party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, except that Cogenta may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.
13.5 Independent Contractors Â
The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.
14. Contact Information Â
For any questions or concerns regarding these Terms or our Services, please contact:Â Â
Name : Diego Mols
Email: info@cogenta.io
Website: www.cogenta.io.
By using Cogenta’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Â
Effective Date: 21st February of 2025
1. Introduction and Acceptance
1.1 Overview Â
Welcome to Cogenta (“we,” “us,” or “our”). These Terms of Service (“Terms”) govern your (“Client,” “you,” “your”) access to and use of our consulting and other related professional services (“Services”). By using or continuing to use our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any other policy or provision referenced herein. If you do not agree with any part of these Terms, you must not use our Services.
1.2 Additional Agreements; Order of Precedence Â
Certain projects or engagements may be governed by separate written agreements, such as a Statement of Work (SOW), a Service Level Agreement (SLA), or a Non-Disclosure Agreement (NDA). In the event of any conflict between these Terms and any SOW, SLA, or other written agreement, the provisions of the SOW, SLA, or other agreement shall prevail with respect to the conflicting subject matter.
2. Scope of Services
2.1 Description of Services Â
Cogenta offers a range of services including (but not limited to) CRM consulting, process optimization, organizational change management, technology integration, and project management. The specific scope, timelines, fees, and deliverables will be detailed in a relevant SOW or equivalent contract.
2.2 Best-Efforts Obligations Â
Unless expressly stated otherwise, Cogenta’s obligations are best-efforts (obligations of means), not guarantees of result. We will perform the Services with diligence, professionalism, and competence, but we cannot guarantee specific outcomes, given that final decisions, implementation, and results partly depend on factors beyond our control.
2.3 Exclusions and Modifications Â
Any additional work or modification to the original scope requested by the Client must be formalized via a written amendment or change order. Additional fees and/or extended timelines may apply.
2.4 No Guarantee of Outcome Â
Although we strive to deliver high-quality Services, success often depends on factors outside our control. Consequently, we provide no express or implied warranty regarding the achievement of any particular commercial, financial, or technical objective.
3. Client Responsibilities
3.1 Provision of Information and Access Â
You shall provide Cogenta with all information, resources, data, and system access required to perform the Services, accurately and in a timely manner. You remain solely responsible for ensuring that providing such information and access does not violate any third-party rights or legal provisions.
3.2 Primary Point of Contact Â
You shall designate a single point of contact with the appropriate decision-making authority. Any delays arising from the unavailability of your personnel or the inability to provide necessary approvals or resources may affect project timelines and deliverables. Cogenta shall not be held responsible for such delays.
3.3 Compliance with Laws Â
You represent and warrant that your use of the Services will comply with all applicable laws and regulations. You also agree not to request Cogenta to undertake any action that would violate applicable laws or your contractual obligations to third parties.
4. Confidentiality and Data Protection
4.1 Non-Disclosure Obligations Â
Each party agrees to maintain the confidentiality of any confidential or proprietary information (“Confidential Information”) disclosed by the other party. Such Confidential Information may be used solely for fulfilling obligations under these Terms or any applicable SOW. This confidentiality obligation remains in effect throughout the duration of the engagement and continues thereafter.
4.2 Data Protection Â
If Cogenta processes personal data on your behalf, we will implement reasonable technical and organizational measures to protect it. Where applicable, the parties shall enter into a data processing agreement compliant with relevant data protection laws (e.g., GDPR). You remain the data controller and are responsible for obtaining all necessary consents or legal bases for the data processing activities.
4.3 Exceptions Â
Confidentiality obligations do not apply to information that:Â Â
• becomes publicly available without breach of these Terms Â
• was lawfully in the receiving party’s possession prior to disclosure Â
• is received from a third party not bound by confidentiality obligations Â
• must be disclosed to fulfill a legal requirement or court order, provided the receiving party promptly notifies the other party and reasonably cooperates in seeking a protective order or confidential treatment
5. Intellectual Property Rights
5.1 Pre-Existing Materials Â
Cogenta retains all rights, title, and interest in any methodologies, frameworks, templates, tools, or proprietary documents (“Pre-Existing Materials”) developed prior to or outside of the engagement.
5.2 Ownership of Deliverables Â
Unless otherwise stated in a SOW or contract, Cogenta grants you a non-exclusive, non-transferable license to use any deliverables created specifically for you under a SOW, solely for your internal business purposes.
5.3 Feedback Â
You agree that any feedback, suggestions, or ideas you provide to Cogenta may be used for any business purpose, as long as such use does not breach any applicable confidentiality obligations.
6. Fees and Payment
6.1 Payment Terms Â
All fees for the Services are detailed in the applicable SOW or contract. Unless otherwise agreed in writing, invoices must be paid within ten (10) days of the invoice date. If payment is not received by the due date, interest on the outstanding amount will accrue automatically and without prior notice, at the legal interest rate in effect in the relevant jurisdiction, from the day following the due date until full payment is made.
6.2 Expenses Â
You agree to reimburse Cogenta for all reasonable, pre-approved expenses incurred in performing the Services (e.g., travel costs, software licensing fees). If applicable, mileage or other travel-related expenses may be invoiced separately under agreed-upon conditions.
6.3 Taxes Â
All fees are exclusive of any applicable taxes, duties, or levies. You are responsible for all taxes associated with the Services, except for taxes on Cogenta’s net income.
7. Limitation of Liability
7.1 Exclusion of Special or Indirect Damages Â
To the maximum extent permitted by law, Cogenta shall not be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.
7.2 Liability Cap Â
In no event shall Cogenta’s total liability exceed the total amount of fees you have paid for the Services during the six (6) months preceding the claim.
7.3 Disclaimer of Warranties Â
Except as explicitly stated in these Terms or an applicable SOW, Cogenta disclaims all warranties, whether express or implied (including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement).
8. Indemnification
8.1 Indemnification by the Client Â
You agree to indemnify, defend, and hold harmless Cogenta, its officers, directors, employees, contractors, and agents from and against any claim, damage, liability, cost, and expense (including reasonable attorneys’ fees) arising out of or related to: Â
• your breach of these Terms or any other agreement with Cogenta Â
• your use of the Services in violation of applicable laws or regulations Â
• any allegation that the information or data you provide infringes the rights of a third party
8.2 Indemnification by Cogenta Â
Subject to the limitations set forth in Section 7, Cogenta agrees to indemnify, defend, and hold you harmless against any claim, damage, liability, cost, and expense (including reasonable attorneys’ fees) arising from a third-party claim that Cogenta’s Pre-Existing Materials, as provided to you, infringe a valid intellectual property right.
8.3 Indemnification Procedure Â
The party seeking indemnification must promptly notify the other party in writing of any claim or legal proceeding. The indemnifying party shall have exclusive control over the defense and any settlement, provided that any settlement imposing non-monetary obligations on the indemnified party requires the indemnified party’s prior written consent (such consent not to be unreasonably withheld).
9. Termination of Services
9.1 Termination by Either Party Â
Either party may terminate an engagement or these Terms (if no other engagement is ongoing) in accordance with the notice period specified in the applicable SOW or contract. In the absence of a specified notice period, thirty (30) days’ notice shall apply.
9.2 Effects of Termination Â
Upon termination, you agree to pay for all Services rendered and expenses incurred up to the effective date of termination. Any license or right to use the deliverables granted under these Terms or a SOW may automatically terminate unless otherwise agreed in writing.
9.3 Survival Â
Provisions concerning confidentiality, data protection, intellectual property, limitation of liability, and any other clause that, by its nature, should survive termination will remain in effect even after the contract ends.
10. Force Majeure Â
Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, wars, strikes, pandemics, governmental actions, or interruptions of public utilities. The affected party must promptly notify the other party and make reasonable commercial efforts to resume performance as soon as possible.
11. Governing Law and Dispute Resolution
11.1 Governing Law Â
These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with Belgian law, without regard to conflict of laws rules.
11.2 Dispute Resolution Â
The parties will use their best efforts to resolve any dispute amicably. Failing an amicable resolution, the dispute may be submitted to mediation or arbitration in Belgium, under rules agreed upon by the parties. Any arbitration award may be recognized and enforced by any court of competent jurisdiction.
12. Modifications to Terms Â
Cogenta reserves the right to modify these Terms at any time. Any material change will be posted publicly on our website or communicated directly. Your continued use of the Services after the effective date of such changes constitutes your acceptance of the revised Terms.
13. Miscellaneous
13.1 Entire Agreement Â
These Terms, along with any SOW, SLA, NDA, or other applicable written agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations or agreements. In case of conflict between these Terms and any SOW or SLA, the SOW or SLA shall prevail.
13.2 No Waiver Â
No waiver of any right or remedy under these Terms is valid unless in writing and signed by an authorized representative of the waiving party. Failure to enforce any provision does not constitute a waiver of future enforcement of that or any other provision.
13.3 Severability Â
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and all other provisions shall remain in full force and effect.
13.4 Assignment Â
No party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, except that Cogenta may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.
13.5 Independent Contractors Â
The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.
14. Contact Information Â
For any questions or concerns regarding these Terms or our Services, please contact:Â Â
Name : Diego Mols
Email: info@cogenta.io
Website: www.cogenta.io.
By using Cogenta’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
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