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COGENTA TERMS OF SERVICE
Effective Date: 21st February of 2025
1. Introduction and Acceptance
1.1 Overview
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
Certain projects or engagements may be governed by separate written agreements, such as a quote (devis), a Statement of Work (SOW), a Service Level Agreement (SLA), or a Non-Disclosure Agreement (NDA). For the purposes of these Terms, a signed quote constitutes a SOW, and any reference to a SOW in these Terms includes any such signed quote. In the event of any conflict between these Terms and any quote, SOW, SLA, or other written agreement, the provisions of that quote, SOW, SLA, or other agreement shall prevail with respect to the conflicting subject matter.
2. Scope of Services
2.1 Description of Services
Cogenta offers a range of services including (but not limited to) web development, web design, web optimization, 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
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
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
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
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
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
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
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 for a period of three (3) years following its termination or completion.
4.2 Data Protection
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
Confidentiality obligations do not apply to information that:
• becomes publicly available without breach of these Terms
• was lawfully in the receiving party’s possession prior to disclosure
• is received from a third party not bound by confidentiality obligations
• 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
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
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. Any license to use, or transfer of ownership in, the deliverables vests only upon full payment of all fees due under the applicable SOW. Until full payment is received, Cogenta retains all rights, title, and interest in the deliverables and grants only a temporary right of use for testing and validation purposes.
5.3 Feedback
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
All fees for the Services are detailed in the applicable SOW or contract. Unless otherwise stated in the applicable SOW, invoices must be paid within thirty (30) 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, from the day following the due date until full payment is made, at the statutory interest rate applicable to commercial transactions in the relevant jurisdiction. In addition, late payment entitles Cogenta to a fixed recovery indemnity together with compensation for any reasonable recovery costs incurred, as permitted by applicable law. Cogenta further reserves the right to charge any additional fees arising from the late payment, as set out in the applicable SOW or invoice.
6.2 Expenses
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
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
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
In no event shall Cogenta's total liability exceed the total amount of fees paid by you to Cogenta under the SOW or engagement giving rise to the claim.
7.3 Disclaimer of Warranties
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
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:
• your breach of these Terms or any other agreement with Cogenta
• your use of the Services in violation of applicable laws or regulations
• any allegation that the information or data you provide infringes the rights of a third party
8.2 Indemnification by Cogenta
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
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
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
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 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
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
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
The parties will use their best efforts to resolve any dispute amicably, including, where appropriate, through mediation. Failing an amicable resolution, any dispute relating to the interpretation or performance of these Terms or any SOW shall fall within the exclusive jurisdiction of the courts competent for the registered seat of Cogenta.
12. Modifications to Terms
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. Any such modification applies only to engagements entered into after its effective date and does not alter the terms of any SOW or engagement already signed, which remains governed by the version of these Terms in force at the time of signature.
13. Miscellaneous
13.1 Entire Agreement
These Terms, along with any SOW (including any signed quote or devis), 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 such agreement, that agreement shall prevail.
13.2 No Waiver
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
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
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
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/Company Information
For any questions or concerns regarding these Terms or our Services, please contact:
Name : Diego Mols
Email: diego.mols@cogenta.io
Company : Cogenta SRL
VAT/Company Number : BE0800183286
Website: www.cogenta.io
By using Cogenta’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Effective Date: 21st February of 2025
1. Introduction and Acceptance
1.1 Overview
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
Certain projects or engagements may be governed by separate written agreements, such as a quote (devis), a Statement of Work (SOW), a Service Level Agreement (SLA), or a Non-Disclosure Agreement (NDA). For the purposes of these Terms, a signed quote constitutes a SOW, and any reference to a SOW in these Terms includes any such signed quote. In the event of any conflict between these Terms and any quote, SOW, SLA, or other written agreement, the provisions of that quote, SOW, SLA, or other agreement shall prevail with respect to the conflicting subject matter.
2. Scope of Services
2.1 Description of Services
Cogenta offers a range of services including (but not limited to) web development, web design, web optimization, 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
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
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
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
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
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
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
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 for a period of three (3) years following its termination or completion.
4.2 Data Protection
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
Confidentiality obligations do not apply to information that:
• becomes publicly available without breach of these Terms
• was lawfully in the receiving party’s possession prior to disclosure
• is received from a third party not bound by confidentiality obligations
• 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
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
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. Any license to use, or transfer of ownership in, the deliverables vests only upon full payment of all fees due under the applicable SOW. Until full payment is received, Cogenta retains all rights, title, and interest in the deliverables and grants only a temporary right of use for testing and validation purposes.
5.3 Feedback
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
All fees for the Services are detailed in the applicable SOW or contract. Unless otherwise stated in the applicable SOW, invoices must be paid within thirty (30) 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, from the day following the due date until full payment is made, at the statutory interest rate applicable to commercial transactions in the relevant jurisdiction. In addition, late payment entitles Cogenta to a fixed recovery indemnity together with compensation for any reasonable recovery costs incurred, as permitted by applicable law. Cogenta further reserves the right to charge any additional fees arising from the late payment, as set out in the applicable SOW or invoice.
6.2 Expenses
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
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
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
In no event shall Cogenta's total liability exceed the total amount of fees paid by you to Cogenta under the SOW or engagement giving rise to the claim.
7.3 Disclaimer of Warranties
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
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:
• your breach of these Terms or any other agreement with Cogenta
• your use of the Services in violation of applicable laws or regulations
• any allegation that the information or data you provide infringes the rights of a third party
8.2 Indemnification by Cogenta
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
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
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
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 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
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
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
The parties will use their best efforts to resolve any dispute amicably, including, where appropriate, through mediation. Failing an amicable resolution, any dispute relating to the interpretation or performance of these Terms or any SOW shall fall within the exclusive jurisdiction of the courts competent for the registered seat of Cogenta.
12. Modifications to Terms
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. Any such modification applies only to engagements entered into after its effective date and does not alter the terms of any SOW or engagement already signed, which remains governed by the version of these Terms in force at the time of signature.
13. Miscellaneous
13.1 Entire Agreement
These Terms, along with any SOW (including any signed quote or devis), 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 such agreement, that agreement shall prevail.
13.2 No Waiver
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
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
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
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/Company Information
For any questions or concerns regarding these Terms or our Services, please contact:
Name : Diego Mols
Email: diego.mols@cogenta.io
Company : Cogenta SRL
VAT/Company Number : BE0800183286
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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