TERMS AND CONDITIONS

These Terms and Conditions constitute the contract between the Cogito Talent Limited (“Cogito”) and “Client”, for the supply of services by Cogito to the Client and will apply in place of and prevail over any terms or conditions contained or referred to in the Client’s order or in correspondence or elsewhere whether explicit or implied.

These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of Cogito, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of Cogito and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

1. SUPPLY OF SERVICES

• In consideration of the payment of the Charges, Cogito shall make available to the Client the Personnel who shall provide the Services in accordance with the Cogito Proposal and these Terms and Conditions.

1.2           Cogito and/or its Affiliates shall procure that the Services are provided to the Client:

1.2.1        in accordance with the Cogito Proposal;

1.2.2        with such reasonable care and skill as would be expected from an experienced provider of services of a similar nature to the Services; and

1.2.3        in accordance with Applicable Law as made known to Cogito by the Client in accordance with clause 4.1. and agreed to by Cogito in writing;

1.3           Subject to clauses 5 (Delays) and 13 (Force Majeure), Cogito shall complete the Services by the Services Completion Date.

1.4           Subject to clause 5, Cogito shall endeavour to meet the Key Milestones, however the Client acknowledges that such dates are estimates only and time for performance of the Key Milestones by Cogito shall not be of the essence.

2. COGITO’S OBLIGATIONS

2.1           Cogito shall co-operate with the Client in all matters relating to the Services.

2.2           Cogito shall appoint the Cogito Manager, who shall have authority contractually to bind Cogito on all matters relating to the Services.  Cogito shall endeavour to ensure that the same person acts as Cogito’s Manager throughout the Term, but may replace them from time to time where reasonably necessary.  Cogito shall promptly inform the Client where Cogito replaces the Cogito Manager during the Term.

2.3           During the Term, Cogito shall observe all health and safety rules and regulations and any reasonable security requirements that have been communicated by the Client to Cogito in advance pursuant to clause 3.1.5. Cogito shall notify the Client as soon as it becomes aware of any health and safety hazards or similar issues which arise in relation to the Services. Cogito shall not be liable for any breach of this Agreement arising as a result of Cogito complying with this clause 2.3.

3. CLIENT’S OBLIGATIONS

3.1           The Client shall:

3.1.1        co-operate with Cogito in all matters relating to the Services;

3.1.2        appoint the Client Manager who shall have the authority contractually to bind the Client on matters relating to the Services;

3.1.3        provide for Cogito and its Affiliates, in a timely manner and at no charge, access to the Client Location(s) and, where required, access to the Client’s premises, office accommodation, data and other facilities as reasonably required for the performance of the Services;

3.1.4        provide to Cogito and/or its Affiliates any Resources as agreed between the Parties in the Cogito Proposal and ensure that they are accurate, fit for purpose and conform to Applicable Law;

3.1.5        ensure a safe and secure work environment is provided to Cogito and its Affiliates at all times, providing Health & Safety briefings and identifying, monitoring, removing and disposing of any hazardous materials before and during the supply of the Services.

4. LICENCES AND APPLICABLE LAW

4.1           Prior to the commencement of the Services, the Client shall (at its own cost and expense) provide Cogito with details of all Applicable Law that may be relevant to Cogito’s provision of the Services.

5. DELAYS

5.1           Where Cogito is unable to complete the Services (or any element thereof) by the Services Completion Date, Cogito shall complete the Services as soon as commercially viable without additional charge.

5.2           Clause 5.1 shall not apply in respect of any delay caused by the Client or its representatives or arising out of, or relating to:

5.2.1        any inaccuracies within, or delays in providing, any of the Resources as detailed in the Cogito Proposal;

5.2.2        any failure or delay by the Client in providing access to the Client’s premises to conduct the Services

5.3           Where Cogito’s performance of its obligations under this Agreement is prevented or delayed by any events anticipated at clause 6.2:

5.3.1        Cogito shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such fault and/or delay; and

5.3.2        the Services Completion Date shall be postponed by the period of such delay.

6. PERSONNEL

6.1           Cogito shall provide suitable Personnel to perform the Services. The Personnel shall at all times be and remain employees of and/or contracted to Cogito.

6.2           Cogito shall use all reasonable endeavours to ensure that the Personnel will meet the Client’s requirement for the Services as set out in the Cogito Proposal.

6.3           The Client shall not, without the prior written consent of Cogito, at any time from the date of this Agreement to the expiry of the period twelve months after the Services Completion Date or the date of termination of this Agreement (whichever is the later) solicit or entice away from Cogito or employ or attempt to employ any Personnel who has been, engaged by Cogito in the provision of the Services.

6.4           The parties agree that it is not anticipated that the employment of any person who is employed, or formerly employed, by either Party or any sub-contractor of either Party, shall transfer to the other Party as a consequence of the commencement or cessation of the provision of the Services by Cogito.  Each Party shall indemnify the other Party against all liabilities which are incurred which relate to, or arise out of, any claim by or in respect of any person employed or formerly employed by either Party or any sub-contractor of either Party, in respect of which it is alleged that such person’s employment has transferred as a consequence of the commencement or cessation of the provision of the Services by Cogito.

7. CHARGES AND PAYMENT

7.1           The Client shall pay the Charges in accordance with the Cogito Proposal for the Work (without deduction or set-off) on the Payment Dates, together with VAT, charged at the standard rate on all fees, where applicable.

7.2           Where Cogito provides any Additional Services, Cogito shall invoice the Client and the Client shall pay any additional charges in accordance with clause 7.4.

7.3           Cogito shall separately invoice the Client for any additional expenses and costs of materials payable by the Client, together with VAT where applicable.

7.4           The Client shall pay each invoice submitted to it by Cogito, in full and in cleared funds, within fourteen (14) days of receipt to a bank account nominated in writing by Cogito.

7.5           Without prejudice to any other right or remedy that it may have, if the Client fails to pay any sums due to Cogito on the due date, Cogito reserves the right to:

7.5.1        charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8 per cent (8%) per annum above the base lending rate from time to time of the Bank of England from the due date until the date of payment; and,

7.5.2        suspend all Services until payment has been made in full.

7.6           All sums payable to Cogito under this Agreement shall become due immediately on its termination, despite any other provision.

8. CHANGE CONTROL

8.1           If either Party wishes to change any part of the Services or any aspect of this Agreement (an “Amendment”), it shall submit details of the requested change to the other in writing.

8.2           If the Client wishes Cogito to proceed with the Change, Cogito has no obligation to do so unless and until the Parties have agreed the necessary Change and any variations to the Charges, the Services, the Services Description and/or any other relevant terms of this Agreement to take account of the Change and this Agreement.

8.3           Cogito may charge for the time it spends assessing a request for a Change from the Client on a time and materials basis.

9. CONFIDENTIALITY

9.1           All information which is of a confidential nature and has been disclosed to one Party (or its employees, agents or subcontractors) (the “Disclosing Party”) to the other Party (or its employees, agents or subcontractors) (the “Recipient”) and any other confidential information concerning either Party’s business or the Services is subject to the General Data Protection Regulation (GDPR) 2016 and is provided solely for the purpose of providing Services to the Client.  In addition, information relating to Cogito which is capable of being confidential must be kept confidential and not divulged to any third party, except information that is in the public domain.  The information which does not relate to either party and is obtained by Cogito in the act of conducting the Services is the property of Cogito and may be used as Cogito without restriction.

9.2           The Recipient may only disclose such information:

9.2.1        to its employees and affiliates, who need to know such information for the purposes of carrying out the Recipient’s obligations under this Agreement; and

9.2.2        as may be required by law, court order or any governmental or regulatory authority.

10. INSURANCE

Cogito shall obtain and maintain insurances required to conduct the Services.

11. LIABILITY

11.1         Cogito shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Services.

11.2         Neither party excludes or restricts its liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

12. TERM AND TERMINATION

12.1         Unless terminated earlier in accordance with the remaining provisions of this clause 12, this Agreement shall come into force on the date of this Agreement and continue in force until the Services have been completed by Cogito.

12.2         Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate this Agreement without liability to the other on giving the other not less than one weeks’ written notice.

12.3         On termination of this Agreement for any reason the Client shall immediately pay to Cogito all Charges and properly accrued sums under this Agreement which are payable as at the date of termination.

13. FORCE MAJEURE

A Party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to a Force Majeure Event.

14. VARIATION

Subject to clause 8, no variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

15. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

16. ENTIRE AGREEMENT

This Agreement and any documents referred to in it constitute(s) the whole Agreement between the Parties and supersede(s) any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

17. SUBCONTRACTING

Cogito shall be entitled to sub-contract the performance of the Services under this Agreement provided that Cogito shall remain fully responsible and liable for the acts or omissions of its sub-contractors at all times.

18. THIRD PARTY RIGHTS

A person who is not Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except to the extent that this Agreement expressly provides.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

19. NOTICES

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

20. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.