Terms & Conditions

1. Agreement to Terms

These Terms and Conditions constitute a legally binding agreement between you (the "Client" or "you") and cognifovex ("we," "us," or "our") regarding your use of our AI integration consulting services and website. By accessing our website, enquiring about services, or engaging us for consulting work, you agree to be bound by these Terms.

If you do not agree with any provision of these Terms, you must not use our services or website. Please read these Terms carefully before proceeding.

2. Definitions

For the purposes of these Terms:

• "Services" refers to all consulting services, audits, training programmes, roadmap development, and related deliverables provided by cognifovex
• "Client" means any individual or organisation engaging cognifovex for Services
• "Engagement" refers to a specific consulting project governed by a separate Statement of Work or service agreement
• "Website" refers to our online presence accessible at cognifovex.pro
• "Deliverables" means reports, documentation, training materials, or other outputs produced during an Engagement

3. Service Description

3.1 Consulting Services

cognifovex provides AI integration consulting services including customer insight audits, educator training programmes, and enterprise transformation roadmaps. Specific scope, deliverables, timelines, and fees for each Engagement are detailed in separate agreements or Statements of Work.

3.2 Service Availability

We make reasonable efforts to ensure Services are delivered according to agreed timelines. However, we reserve the right to modify service offerings, suspend Services temporarily for maintenance, or discontinue Services with appropriate notice to affected Clients.

3.3 Geographic Scope

Our Services are primarily offered to organisations operating in Malaysia. We may provide Services to international Clients at our discretion, subject to additional terms addressing jurisdictional considerations.

4. Client Responsibilities

4.1 Accurate Information

You agree to provide accurate, complete, and current information when enquiring about or engaging our Services. You are responsible for maintaining the confidentiality of any login credentials if provided access to client portals or resources.

4.2 Cooperation

Successful delivery of Services requires Client cooperation, including providing timely access to necessary data, personnel, and systems. Delays caused by Client failure to fulfil agreed responsibilities may affect project timelines and deliverables.

4.3 Acceptable Use

You agree not to misuse our Services or Website, including attempting unauthorised access, interfering with service operation, or using Services for unlawful purposes or to harm others.

5. Intellectual Property Rights

5.1 Our IP

All intellectual property rights in our methodology, frameworks, templates, website content, and Service materials remain the exclusive property of cognifovex. You receive a limited, non-exclusive licence to use Deliverables for your internal business purposes only.

5.2 Client Data

You retain all rights to your proprietary data and information. By engaging our Services, you grant us a limited licence to use Client data solely for delivering the agreed Services and creating Deliverables.

5.3 Restrictions

You may not reproduce, distribute, modify, or create derivative works from our methodology, frameworks, or materials without express written permission. You may not remove copyright notices or proprietary markings from Deliverables.

6. Fees and Payment

6.1 Pricing

Service fees are stated in Malaysian Ringgit (MYR) and specified in engagement agreements or on our website. Prices are subject to change with notice for future Engagements but remain fixed for ongoing projects unless otherwise agreed.

6.2 Payment Terms

Payment terms vary by Service type. Customer Insight Audits typically require 50% advance payment with balance due upon delivery. Training programmes may use instalment arrangements. Enterprise Roadmaps follow milestone-based billing. Specific terms are detailed in engagement agreements.

6.3 Late Payment

Invoices are due within 14 days unless otherwise specified. Late payments may incur interest charges at 1.5% per month. We reserve the right to suspend Services for accounts more than 30 days overdue.

6.4 Refund Policy

Fees paid for Services already delivered are non-refundable. If either party terminates an Engagement before completion, fees are prorated based on work completed to date. Deposit amounts may be partially or fully retained depending on notice period and work performed.

7. Confidentiality

We maintain strict confidentiality regarding Client information. All data, business plans, strategies, and proprietary information shared during Engagements is treated as confidential and not disclosed to third parties except:

• With Client's explicit written consent
• To subcontractors or service providers under confidentiality obligations
• When required by law, court order, or regulatory authority
• Information that becomes publicly available through no breach on our part

Clients similarly agree to maintain confidentiality regarding our methodology, frameworks, and any proprietary information we share during Engagements.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that Services will be performed with reasonable care and skill consistent with industry standards. Our consultants possess appropriate qualifications and experience for the Services provided.

8.2 Disclaimers

Except as expressly stated, Services are provided "as is" without warranties of any kind, express or implied. We make no guarantees regarding specific business outcomes, revenue increases, cost savings, or other results from implementing our recommendations. AI technology outcomes can be influenced by numerous factors beyond our control.

8.3 Professional Advice

Our Services constitute general consulting advice based on information provided. They do not constitute legal, accounting, investment, or other specialised professional advice. You should consult appropriate professionals for specific situations requiring such expertise.

9. Limitation of Liability

To the maximum extent permitted by Malaysian law:

• Our total liability for any Engagement shall not exceed the fees paid for that specific Engagement
• We are not liable for indirect, consequential, incidental, or special damages including lost profits, revenue, or business opportunities
• We are not liable for damages arising from Client's implementation of recommendations, technology failures, or third-party actions
• Claims must be brought within six months of the event giving rise to the claim

Nothing in these Terms limits our liability for fraud, gross negligence, or matters that cannot be excluded under Malaysian law.

10. Indemnification

You agree to indemnify and hold harmless cognifovex, its directors, employees, and consultants from claims, damages, losses, and expenses (including legal fees) arising from your misuse of Services, breach of these Terms, violation of third-party rights, or provision of inaccurate information affecting our deliverables.

11. Termination

11.1 Termination by Either Party

Either party may terminate an Engagement with 14 days written notice. Fees are calculated based on work completed to termination date. Advance payments may be partially retained for work performed and resources committed.

11.2 Immediate Termination

We may terminate Services immediately if Client breaches payment terms, violates confidentiality obligations, or engages in conduct that could harm our reputation or business interests.

11.3 Effect of Termination

Upon termination, Client retains access to Deliverables produced before termination. Confidentiality obligations continue indefinitely. Outstanding fees become immediately due.

12. Governing Law and Disputes

12.1 Governing Law

These Terms are governed by the laws of Malaysia. Any disputes shall be subject to the exclusive jurisdiction of Malaysian courts, with venue in Penang unless otherwise agreed.

12.2 Dispute Resolution Process

In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation. If negotiation fails within 30 days, either party may pursue mediation before initiating formal legal proceedings.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable engagement agreements and our Privacy Policy, constitute the entire agreement between parties and supersede all prior understandings or agreements.

13.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

13.4 Assignment

You may not assign or transfer these Terms or any Engagement without our prior written consent. We may assign our rights and obligations with notice to you.

13.5 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, pandemics, or infrastructure failures.

14. Amendments

We may update these Terms periodically. Changes take effect when posted on our website. Ongoing Engagements remain governed by Terms in effect when the Engagement commenced unless both parties agree otherwise. We will notify Clients of material changes via email.

15. Contact Information

For questions about these Terms or our Services, please contact: