Terms of Service

3.1 Initial Consultation

We provide initial consultations to understand your requirements. These consultations do not create any obligation for either party to enter into a service agreement.

3.2 Proposal and Statement of Work

After the initial consultation, we will provide a detailed proposal or SOW outlining:

• Project scope and objectives
• Deliverables and milestones
• Timeline and schedule
• Fees and payment terms
• Acceptance criteria
• Terms and conditions specific to the engagement

3.3 Agreement Execution

Services will commence only after:

• Both parties have signed the proposal or SOW
• Initial payment or deposit has been received (if applicable)
• All necessary information and access have been provided by the Client

3.4 Project Modifications

Any changes to the scope, timeline, or deliverables after agreement execution must be documented in a written change request and approved by both parties. Additional fees may apply for scope changes.

4.1 Information and Access

• Provide accurate, complete, and timely information required for the project
• Grant necessary access to systems, platforms, accounts, and resources
• Provide source files, credentials, documentation, and other materials as needed
• Designate authorized representatives for decision-making and approvals

4.2 Timely Feedback and Approvals

• Review deliverables and provide feedback within agreed timelines
• Make timely decisions on project-related matters
• Provide approvals or revisions within specified review periods
• Respond to communications within reasonable timeframes

4.3 Cooperation

• Maintain regular communication with our project team
• Participate in scheduled meetings and status updates
• Ensure availability of key stakeholders for critical decisions
• Facilitate collaboration between our team and your internal teams

4.4 Compliance

• Ensure all provided content, materials, and information comply with applicable laws
• Obtain necessary licenses, permissions, and rights for content we are asked to use
• Ensure the project does not violate any third-party rights or agreements

5.1 Pricing

Service fees will be specified in the proposal or SOW and may be structured as:

• Fixed price for defined scope
• Time and materials (hourly or daily rates)
• Retainer-based engagement
• Milestone-based payments
• Subscription or recurring fees

All fees are quoted in Indian Rupees (INR) unless otherwise specified.

5.2 Payment Schedule

Standard payment terms include:

• Initial Deposit: 30-50% of total project cost upon agreement execution
• Milestone Payments: As specified in the SOW
• Final Payment: Upon project completion and acceptance
• Recurring Services: Monthly or as agreed in advance

5.3 Payment Methods

We accept payments via:

• Bank transfer (NEFT/RTGS/IMPS)
• UPI
• Online payment gateways
• Cheque (for amounts above ₹50,000)

5.4 Invoicing

Invoices will be issued according to the payment schedule in the SOW. All invoices are payable within 15 days of invoice date unless otherwise agreed.

5.5 Late Payments

Late payments are subject to:

• Interest at the rate of 1.5% per month (18% per annum) on overdue amounts
• Suspension of services until payment is received
• Termination of agreement for payments overdue by more than 30 days

5.6 Taxes

All fees are exclusive of applicable taxes (GST, service tax, etc.). Client is responsible for all taxes, duties, and government charges except those based on our income.

5.7 Expenses

Reasonable out-of-pocket expenses (travel, accommodation, third-party services) will be billed separately with prior approval unless included in the fixed price.

6.1 Client-Provided Materials

The Client retains all rights to materials, content, data, and information provided to us. The Client grants us a non-exclusive license to use such materials solely for providing the contracted services.

6.2 Deliverables

Upon full payment of all fees:

• Custom Work Product: Ownership of custom-developed software, code, designs, and deliverables specifically created for the Client will transfer to the Client
• Pre-existing Materials: We retain ownership of pre-existing code, frameworks, libraries, tools, and methodologies used in the project
• License Grant: Client receives a perpetual, non-exclusive license to use any pre-existing materials incorporated into deliverables

6.3 Third-Party Components

Deliverables may include third-party components, libraries, or open-source software subject to their respective licenses. Client is responsible for compliance with such licenses.

6.4 Cognimit Materials

We retain all rights to:

• Our methodologies, processes, tools, and frameworks
• Knowledge, techniques, and experience gained during the engagement
• Generalized learnings that are not Client-specific

6.5 Portfolio and Marketing

Unless the Client objects in writing, we may:

• List the Client as a client reference
• Display deliverables in our portfolio (with reasonable confidentiality measures)
• Create case studies describing the project (with Client approval of specific details)

8.1 Our Warranties

We warrant that services will be performed in a professional manner consistent with industry standards. Custom deliverables will substantially conform to agreed specifications for 30 days after delivery ("Warranty Period").

8.2 Remedy

During the Warranty Period, we will correct any non-conforming deliverables at no additional charge. This is the Client's sole and exclusive remedy.

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.4 Third-Party Components

We do not warrant third-party software, APIs, hosting services, or open-source components used in deliverables.

9.1 Cap

IN NO EVENT SHALL COGNIMIT'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY THE CLIENT TO COGNIMIT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusions

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.

9.3 Exceptions

The limitations above do not apply to:

• Breach of confidentiality obligations
• Intellectual property infringement
• Willful misconduct or gross negligence
• Indemnification obligations

10.1 By Client

Client shall indemnify and hold harmless Cognimit from claims arising from:

• Client-provided content or materials infringing third-party rights
• Client's breach of these Terms
• Client's violation of applicable laws

10.2 By Cognimit

Cognimit shall indemnify Client from claims that deliverables (excluding Client-provided materials and third-party components) infringe third-party IP rights in India.

10.3 Procedure

The indemnified party must provide prompt written notice and reasonable cooperation.

11.1 Termination for Convenience

Either party may terminate by providing 15 days' written notice.

11.2 Termination for Cause

Either party may terminate immediately if the other party:

• Commits a material breach that remains uncured for 15 days after written notice
• Becomes insolvent or files for bankruptcy

11.3 Effect of Termination

Upon termination:

• Client pays for all work completed and expenses incurred up to termination date
• Cognimit delivers all completed work product (upon full payment)
• Each party returns the other's confidential information
• Provisions that by nature survive termination shall survive (including IP, confidentiality, liability, dispute resolution)

11.4 Cancellation and Refund

Cancellation and refund terms are governed by our Cancellation Policy and Refund Policy.

14.1 Negotiation

The parties shall first attempt to resolve disputes through good-faith negotiation within 30 days of written notice.

14.2 Arbitration

If negotiation fails, disputes shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, seated in Ahmedabad, Gujarat, India. The language of arbitration shall be English.

14.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause, the courts of Ahmedabad, Gujarat shall have exclusive jurisdiction.

14.4 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

15.1 Acceptable Use

You may access and use our website for lawful purposes only.

15.2 Prohibited Activities

You shall not:

• Scrape, crawl, or use automated tools to extract data (except search engine indexing)
• Attempt to gain unauthorized access to our systems
• Upload malicious code, viruses, or harmful content
• Reverse engineer or decompile any part of the website
• Use the website for any fraudulent or illegal purpose
• Impersonate any person or entity
• Interfere with the website's operation or other users' experience

18.1 Severability

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

18.2 Waiver

Failure by either party to enforce any right or provision shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

18.3 Entire Agreement

These Terms, together with applicable SOWs, proposals, and our Privacy Policy, Cancellation Policy, and Refund Policy, constitute the entire agreement between the parties.

18.4 Assignment

Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.