Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Service" or "Services" means AI consulting and development services provided by cognisspaer
• "Client" or "You" means any individual or organisation engaging cognisspaer for Services
• "We", "Us", "Our" refers to cognisspaer
• "Agreement" means these Terms and Conditions together with any Statement of Work or engagement letter
• "Deliverables" means the work products specified in a Statement of Work
• "Website" refers to https://cognisspaix.info and related properties

2. Acceptance of Terms

By accessing our Website, contacting us for services, or entering into a service engagement, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are entering into this Agreement on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms.

If you do not agree to these Terms and Conditions, you must not use our Services or Website.

3. Service Description

cognisspaer provides AI consulting and development services including:

• AI implementation consulting for financial services and regulated industries
• Rapid AI prototyping and feasibility assessment engagements
• Semantic knowledge extraction system development
• Custom machine learning solution design and implementation
• Model validation and regulatory compliance support

Specific scope, deliverables, timelines, and pricing for each engagement are detailed in individual Statements of Work or engagement letters. Services are provided on a professional services basis and do not include software licensing or ongoing system operation unless specifically contracted.

4. Engagement Process

4.1 Initial Consultation

We offer initial consultations to understand your requirements and assess project fit. These consultations do not create binding obligations for either party.

4.2 Statement of Work

Each engagement is formalised through a Statement of Work detailing:

• Project scope and objectives
• Deliverables and acceptance criteria
• Timeline and milestones
• Fees and payment terms
• Client responsibilities and dependencies

4.3 Service Execution

We commit to delivering Services in accordance with industry professional standards. However, AI and machine learning engagements involve inherent uncertainties. While we make reasonable efforts to achieve specified objectives, we do not guarantee specific performance outcomes unless explicitly stated in writing.

5. Client Responsibilities

You agree to:

• Provide timely access to required data, systems, and personnel
• Designate a primary contact for project communication and decision-making
• Respond to information requests and feedback within agreed timeframes
• Ensure data provided to us is accurate and legally obtained
• Maintain necessary licenses for systems and data used in the engagement
• Review deliverables and provide feedback within specified review periods
• Comply with usage restrictions and implementation guidelines we provide

Failure to meet these responsibilities may impact project timelines, deliverable quality, or our ability to complete the engagement.

6. Fees and Payment

6.1 Pricing

Service fees are specified in each Statement of Work. Pricing is in Singapore Dollars (SGD) unless otherwise specified. Fees are exclusive of applicable taxes.

6.2 Payment Terms

Standard payment terms are:

• Initial deposit: 30% of engagement fee upon Statement of Work execution
• Progress payments: As specified in Statement of Work, typically at key milestones
• Final payment: Upon delivery and acceptance of final deliverables
• Payment due: Within 30 days of invoice date

6.3 Late Payment

Overdue invoices may incur interest at 1.5% per month. We reserve the right to suspend Services if payments are more than 30 days overdue.

6.4 Expenses

Reasonable project-related expenses (travel, software licenses, third-party services) require prior approval and are billed at cost plus 10% administrative fee unless otherwise agreed.

7. Intellectual Property

7.1 Client Data

You retain all rights to data and materials you provide. By providing data to us, you grant us a limited license to use it solely for delivering Services under the engagement.

7.2 Deliverables

Upon full payment, you receive ownership of custom deliverables created specifically for your engagement, subject to our retention of:

• Pre-existing intellectual property and methodologies
• General knowledge and techniques developed during the engagement
• Rights to reuse general approaches for other clients

7.3 Third-Party Components

Deliverables may include third-party components (open-source libraries, frameworks) subject to their respective licenses. You are responsible for compliance with such licenses in your use of deliverables.

8. Confidentiality

Both parties agree to maintain confidentiality of non-public information disclosed during the engagement. This obligation:

• Applies for 5 years following engagement completion
• Does not apply to information already public or independently developed
• Permits disclosure required by law with notice to the other party
• Allows disclosure to employees and contractors bound by similar obligations

We may reference the engagement generically (without confidential details) in client lists and case studies with your prior written consent.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have necessary rights to deliver contracted Services
• Deliverables will materially conform to specifications in the Statement of Work

9.2 Disclaimers

Except as expressly stated above:

• Services and deliverables are provided "as is" without warranties of any kind
• We disclaim all implied warranties including merchantability and fitness for purpose
• We do not warrant that AI systems will be error-free, uninterrupted, or achieve specific results
• We do not provide legal, regulatory, or compliance advice unless explicitly contracted
• Machine learning models may have inherent limitations and biases despite mitigation efforts

10. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claim arising from an engagement shall not exceed the fees paid for that specific engagement
• We shall not be liable for indirect, consequential, special, or punitive damages including lost profits, revenue, or data
• We shall not be liable for damages resulting from your misuse of deliverables or failure to follow implementation guidelines
• These limitations apply regardless of the legal theory of liability

Nothing in these Terms limits liability for fraud, gross negligence, or matters that cannot be limited under Singapore law.

11. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your violation of these Terms
• Your misuse of deliverables or Services
• Data you provide that infringes third-party rights
• Your failure to obtain necessary permissions for data use
• Your implementation of deliverables without following our guidance

12. Term and Termination

12.1 Engagement Term

Each engagement continues until completion of deliverables or earlier termination as provided herein.

12.2 Termination for Convenience

Either party may terminate an engagement with 30 days' written notice. Upon such termination:

• You pay for all work completed through the termination date
• We deliver work-in-progress and documentation to the extent practicable
• Neither party has further obligations except for confidentiality and payment

12.3 Termination for Cause

Either party may terminate immediately upon material breach if the breach is not cured within 15 days of written notice.

12.4 Effect of Termination

Provisions regarding payment, intellectual property, confidentiality, warranties, limitations of liability, and dispute resolution survive termination.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Singapore without regard to conflict of law principles.

13.2 Dispute Process

In the event of a dispute:

1. The parties shall first attempt good-faith negotiation for 30 days
2. If unresolved, disputes shall be submitted to mediation under Singapore International Mediation Centre rules
3. If mediation fails, disputes shall be resolved through arbitration under Singapore International Arbitration Centre rules
4. Arbitration shall be conducted in English in Singapore by a single arbitrator

13.3 Jurisdiction

For matters not subject to arbitration, parties submit to the exclusive jurisdiction of Singapore courts.

14. General Provisions

14.1 Entire Agreement

These Terms together with any Statement of Work constitute the entire agreement between parties regarding Services and supersede all prior agreements and understandings.

14.2 Amendments

We may update these Terms by posting revised versions on our Website with an updated effective date. Material changes to active engagements require written agreement from both parties.

14.3 Assignment

You may not assign your rights or obligations without our prior written consent. We may assign to affiliates or in connection with a merger or acquisition.

14.4 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control including natural disasters, war, pandemics, or government actions.

14.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

14.6 Waiver

Failure to enforce any right does not constitute a waiver of that right.

14.7 Notices

Notices must be in writing and sent to the addresses specified in the Statement of Work or, for general matters, to [email protected].

15. Contact Information

For questions about these Terms and Conditions: