Terms of Service

Network Sunday Global Limited (company number 07832813, trading as CogniScale)

Registered office: Queensbury House, 106 Queens Road, Brighton, BN1 3XF.

Effective from: 28 September 2026

This is v1.1, corrected 28 September 2026.

These Terms of Service (the "Agreement") are a binding contract between Network Sunday Global Limited, company number 07832813, incorporated in England and Wales and trading as CogniScale ("CogniScale", "we", "us"), and the legal entity that accepts these terms (the "Customer", "you"). CogniScale's registered office is Queensbury House, 106 Queens Road, Brighton, BN1 3XF. These Terms govern Customer's access to and use of the Formula AI Control Centre platform and related services (together, the "Service").

By clicking "I agree" at sign-up, or by using the Service, Customer accepts this Agreement. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "Customer" refers to that entity. If you do not have that authority, or you do not agree with these terms, you must not use the Service.

The Service is intended for use by businesses and organisations. It is not intended for individual consumer use.

1. Definitions

• "Agreement" means these Terms of Service together with all documents incorporated by reference (the Privacy Policy, the Data Processing Agreement, the Acceptable Use Policy, the Cookie Policy, the Sub-processor list, and any Order Form executed between the parties).
• "Authorised User" means an individual who is authorised by Customer to use the Service under Customer's account.
• "CogniScale Helper" means software CogniScale distributes for use on Authorised Users' devices, as described in the Trust Centre. Its source code is not publicly available.
• "Customer Data" means any data that Customer or Customer's Authorised Users submit to or transmit through the Service, including content, files, conversations, workspace knowledge, and metadata. Customer Data does not include the platform telemetry CogniScale collects in its capacity as Data Controller (as described in the Privacy Policy).
• "Documentation" means the user and technical documentation for the Service, as published at https://cogniscale.com.
• "Effective Date" means the date on which Customer first accepts this Agreement.
• "Fees" means the fees payable by Customer for the Service as set out in the applicable subscription plan or Order Form.
• "Inputs" means content (text, files, instructions, prompts) that Customer or Authorised Users submit to AI agents through the Service.
• "Order Form" means a written ordering document executed between the parties referencing this Agreement.
• "Outputs" means content generated by AI agents in response to Inputs.
• "Personal Brain" means files stored on an Authorised User's own device. Content selected for an AI task may be processed by the AI service handling that task.
• "Service" has the meaning given above (the Formula AI Control Centre platform plus related services).
• "Subscription Term" means the period during which Customer is entitled to use the Service under this Agreement.
• "Term" means the duration of this Agreement, beginning on the Effective Date and continuing until termination.

2. The Service

2.1 Grant of access

Subject to the terms of this Agreement, CogniScale grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes during the Subscription Term, up to the limits of Customer's subscription plan.

2.2 Cloud Service and CogniScale Helper

This Agreement covers two distinct components:

• The cloud Service is the Formula AI Control Centre platform hosted by CogniScale, including the web application, inference routing, organisation workspace content and administration tools. Customer's access is limited to the Subscription Term and the terms in this Agreement. Customer obtains no ownership of the cloud Service or its underlying software.
• CogniScale Helper runs on Authorised Users' devices. When it connects to the cloud Service, its use is governed by this Agreement, including sections 4 (Authorised Users and Acceptable Use), 5 (Customer Data and Data Processing), 6 (Intellectual Property) and 11 (Confidentiality).

CogniScale Helper's source code is not publicly available.

2.3 Updates and modifications

CogniScale may modify, update, or discontinue features of the Service in its reasonable discretion. CogniScale will give Customer reasonable notice of material adverse changes that materially diminish the Service. Customer's continued use of the Service after the change takes effect constitutes acceptance of the modified Service.

2.4 Beta features

The Service may include features designated as "beta", "preview", "early access" or similar. Beta features are provided as-is, without warranties, and CogniScale may withdraw them or change them at any time without notice. Beta features are not covered by the warranties in section 12 or the service-level commitments (if any) in an Order Form.

3. Authorised Users

3.1 Customer's responsibility

Customer is responsible for:

• Ensuring that each Authorised User complies with this Agreement, the Acceptable Use Policy, and applicable law
• Maintaining the confidentiality of all credentials used to access the Service
• Promptly notifying CogniScale of any unauthorised access or use of Customer's account
• Removing Authorised Users from Customer's account when they no longer require access (and Customer warrants that the in-platform removal flow will be used promptly)

3.2 Acts of Authorised Users

Each Authorised User's acts and omissions are deemed to be Customer's. CogniScale is not responsible for ensuring Authorised User compliance, save to the extent CogniScale's own systems should reasonably prevent specific abusive behaviour.

4. Acceptable Use

4.1 General

Customer and Authorised Users will use the Service only for lawful purposes, in accordance with the Documentation, this Agreement, and the Acceptable Use Policy at https://cogniscale.com/terms#acceptable-use (set out in section 4.2 below).

4.2 Acceptable Use Policy

Customer and Authorised Users will not, and will not permit any third party to:

• Use the Service in violation of any applicable law or regulation
• Use the Service to generate, store or transmit content that is unlawful, defamatory, infringing, abusive, harassing, hateful, threatening, sexually explicit, or otherwise objectionable
• Use the Service to generate malware, exploit code, instructions for creating weapons, instructions for committing fraud, instructions for harming individuals, or other content prohibited by the AI model providers' own usage policies
• Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the proprietary cloud Service or CogniScale Helper
• Sublicense, sell, resell, rent, lease, transfer, or otherwise make the Service available to any third party except as expressly permitted by this Agreement
• Modify, copy or create derivative works based on the cloud Service, CogniScale Helper or its documentation
• Use the Service to build a competing product or service
• Use the Service in a way that interferes with the normal operation of the Service, including by submitting requests at a rate that materially degrades performance for other customers or by abusing the rate limits of CogniScale or its Sub-processors
• Use the Service to process or store special categories of personal data (as defined in UK GDPR Article 9) without taking the additional safeguards required by Applicable Data Protection Law
• Bypass, disable, or interfere with security or access-control features of the Service
• Use the Service to send unsolicited bulk communications ("spam")
• Use the Service to attempt to identify, contact or extract information about other CogniScale customers, except via features the Service expressly provides for that purpose
• Allow Authorised User credentials to be shared between multiple individuals (each individual must have their own credentials)

4.3 Enforcement

CogniScale may suspend access to the Service, or specific features of it, if CogniScale reasonably believes that Customer or an Authorised User is breaching this section 4. CogniScale will use reasonable efforts to notify Customer before suspension, but may suspend immediately where the breach poses an immediate risk to the Service, to other customers, or to CogniScale.

5. Customer Data and Data Processing

5.1 Ownership

Customer retains all rights, title, and interest in and to Customer Data. CogniScale obtains no ownership rights in Customer Data through this Agreement.

5.2 Licence to CogniScale

Customer grants CogniScale a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely as needed to provide the Service to Customer, including transmission to and processing by the AI model providers and other Sub-processors listed in the Sub-processor list. This licence is limited in duration to the Term plus the data-retention period in the Data Processing Agreement.

5.3 Customer warranties

Customer warrants that:

• Customer has all rights, consents and legal bases required to submit Customer Data to the Service and to permit CogniScale to process it as set out in this Agreement
• Customer Data does not infringe the intellectual-property rights, privacy rights, or other rights of any third party
• Customer's use of Inputs and Outputs complies with applicable law, including data-protection law

5.4 Data Processing Agreement

The processing of personal data within Customer Data is governed by the Data Processing Agreement at https://cogniscale.com/dpa, which is incorporated into this Agreement by reference and forms a binding part of it. The DPA prevails over this Agreement in respect of personal-data processing.

5.5 Anthropic and OpenAI business terms

When CogniScale sends Customer content to an AI provider using CogniScale's own business accounts, Anthropic's and OpenAI's published business terms say they do not use that content to train their models. If a user connects their own AI subscription instead, that subscription's own terms apply, including any training setting the user has chosen. CogniScale does not use Customer content to train CogniScale's own AI or machine-learning models.

5.6 Personal Brain

Some Authorised Users may use CogniScale Helper to store Personal Brain files on their own device. Files remain stored locally unless selected for an AI task. Content selected for a task may be processed by the AI service handling it. The Privacy Policy and Trust Centre explain that processing.

6. Intellectual Property

6.1 CogniScale's IP

As between the parties, CogniScale retains all rights, title and interest in and to the Service, the Documentation, the proprietary technology underlying the Service, and any improvements, modifications or enhancements to any of the above. No rights are granted to Customer in or to the Service except as expressly set out in this Agreement.

6.2 Customer's IP

As between the parties, Customer retains all rights, title and interest in and to Customer Data and in and to Inputs.

6.3 Outputs

Where the Service generates Outputs in response to Customer's Inputs, CogniScale assigns to Customer all rights, title and interest in and to those Outputs, to the maximum extent permitted by law and the underlying AI model providers' terms. Customer is responsible for using Outputs in compliance with applicable law and the rights of third parties.

Customer acknowledges that:

• Outputs may not be unique. Where the same or similar Inputs produce the same or similar Outputs for multiple customers, CogniScale makes no warranty that any Output is exclusive to Customer
• The underlying AI model providers may retain rights in their model weights and training data. Customer's rights under this section 6.3 apply to the specific generated Output, not the underlying model.
• CogniScale provides no warranty that Outputs are not subject to third-party intellectual-property claims (see section 12 and section 13)

6.4 Feedback

If Customer provides CogniScale with suggestions, comments or other feedback about the Service ("Feedback"), Customer grants CogniScale a perpetual, irrevocable, royalty-free, worldwide licence to use Feedback for any purpose. CogniScale is not obliged to act on Feedback or to compensate Customer for it.

7. Connected Services

Customer may connect third-party services to the Service via OAuth, including Gmail, Google Drive, Google Calendar, Slack and GitHub ("Connected Services"). Customer's use of Connected Services is governed by the third-party provider's own terms. CogniScale is not a party to that relationship.

CogniScale will use OAuth tokens for Connected Services only:

• For the purposes Customer authorised when granting the connection
• Within the scopes Customer granted
• As described in the Documentation and the Trust Centre

Customer may revoke a Connected Service's connection at any time via the platform's connector settings, with immediate effect.

CogniScale is not responsible for the content, availability, or behaviour of Connected Services. Where a Connected Service's behaviour affects the Service (for example, the Connected Service's API is rate-limited), CogniScale will use reasonable efforts to surface the affecting behaviour to Customer but will not be liable for the underlying issue.

8. Fees, Payment and Taxes

8.1 Fees

Customer will pay the Fees set out in Customer's subscription plan or Order Form. Fees are billed in advance, on the schedule (monthly or annually) selected at sign-up or in the Order Form.

8.2 Method

Payment is by debit card, credit card or invoice with 30-day payment terms for Enterprise Plans. Card payments are processed by Stripe (see the Sub-processor list).

8.3 Late payment

Where Customer is on invoice terms and payment is late, CogniScale may charge interest at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998 (8% above the Bank of England base rate). Repeated late payment may result in suspension of the Service.

8.4 Taxes

Fees are exclusive of any applicable taxes (including VAT, sales tax, GST). Customer is responsible for any taxes other than CogniScale's own income tax. Where Customer is exempt from a specific tax, Customer will provide CogniScale with valid exemption documentation in advance.

8.5 Fee changes

CogniScale may change the Fees with at least 60 days' prior written notice. Fee changes take effect at the start of the next Subscription Term following the notice period. Customer may terminate this Agreement under section 9.4 if Customer does not accept the new Fees.

8.6 No refunds (default)

Unless otherwise expressly provided in this Agreement or by applicable consumer-protection law (which does not normally apply to business customers in the UK), Fees paid are non-refundable. Refund obligations triggered specifically by this Agreement (for example, on termination for CogniScale's breach in section 9.3) are set out where they apply.

9. Term and Termination

9.1 Term

This Agreement begins on the Effective Date and continues for the Subscription Term selected by Customer (monthly or annually). At the end of each Subscription Term, the Agreement renews automatically for the same Subscription Term unless either party gives notice of non-renewal as set out below.

9.2 Non-renewal

Either party may give notice of non-renewal at least 30 days before the end of the current Subscription Term, in which case the Agreement terminates at the end of that Subscription Term.

9.3 Termination for breach

Either party may terminate this Agreement immediately if the other party commits a material breach that, if capable of cure, is not cured within 30 days of written notice. CogniScale may terminate immediately if Customer fails to pay Fees more than 30 days after they are due.

9.4 Termination for convenience

Customer may terminate this Agreement for convenience at any time, effective at the end of the then-current Subscription Term. If Customer pays annually and terminates mid-term for CogniScale's material breach under section 9.3, Customer is entitled to a pro-rata refund of pre-paid Fees for the unused portion of the Subscription Term. Termination for convenience does not entitle Customer to a refund.

9.5 Effect of termination

On termination:

• Customer's access to the Service ceases
• Customer's data is treated in accordance with the data-return-or-deletion provisions of the Data Processing Agreement (section 4.8 of the DPA)
• Customer remains liable for any Fees accrued but unpaid as at termination
• Any provisions of this Agreement that by their nature should survive termination (intellectual property, confidentiality, limitation of liability, indemnification, governing law) survive

9.6 Suspension

CogniScale may suspend the Service in whole or in part if:

• Customer fails to pay Fees more than 14 days after they are due
• Customer materially breaches section 4 (Acceptable Use)
• Customer's use of the Service poses an immediate risk to the Service, to other customers, to CogniScale, or to third parties
• Suspension is required by law, court order, or regulatory authority

CogniScale will use reasonable efforts to notify Customer before suspending, except where the cause requires immediate suspension. Suspension does not relieve Customer of payment obligations during the suspension period.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is identified as confidential or that a reasonable recipient would understand to be confidential given its nature and the circumstances. Confidential Information includes the business terms of this Agreement, Customer Data, CogniScale's technical and operational information, pricing, and roadmap information.

Confidential Information does not include information that:

• Is or becomes public other than through the receiving party's breach
• Was lawfully known to the receiving party before disclosure
• Is independently developed by the receiving party without reference to the discloser's Confidential Information
• Is rightfully received from a third party without restriction

10.2 Use and protection

Each party will:

• Use the other's Confidential Information only to perform under this Agreement
• Protect the other's Confidential Information using at least the same degree of care as it uses to protect its own confidential information of similar importance, and in any event no less than reasonable care
• Disclose Confidential Information only to its personnel and contractors with a need to know, who are bound by appropriate confidentiality obligations

10.3 Required disclosure

A party may disclose Confidential Information if required by law, court order, or regulatory authority, provided that, to the extent legally permitted, the disclosing party gives the other party prompt notice and a reasonable opportunity to seek a protective order.

10.4 Duration

Confidentiality obligations survive termination of this Agreement for 5 years, except that obligations relating to trade secrets and personal data continue for as long as required by law.

11. AI-Specific Provisions

11.1 AI is probabilistic

The Service uses large language models from Anthropic, OpenAI, Google, Mistral, and other AI providers (the "AI Providers"). Outputs from these models are generated using statistical and machine-learning techniques and are inherently probabilistic, non-deterministic, and may contain errors, inaccuracies, fabrications ("hallucinations"), biases, or content reflecting the training data of the underlying model. CogniScale does not warrant the accuracy, completeness, fitness for purpose, or non-infringement of Outputs.

Customer is responsible for reviewing all Outputs before relying on them, particularly Outputs that will be used for material business decisions, regulated activities, communications with third parties, or any purpose where accuracy is critical.

11.2 Customer's review obligation

Customer agrees to use the Service responsibly. Customer will:

• Not rely on Outputs for legal, medical, financial, tax, regulatory, safety-critical or life-affecting decisions without independent professional review by an appropriately qualified human
• Verify Outputs before publishing or transmitting them to third parties
• Disclose to recipients of Outputs that the content was generated using AI, where the AI Act, regulatory guidance, or industry norms require such disclosure

11.3 EU AI Act roles

CogniScale's role under the EU AI Act is being confirmed. The Trust Centre will state CogniScale's position when the review is complete. Where Customer is itself a Deployer of an AI system that uses the Service, the parties will cooperate as set out in section 6.3 of the Data Processing Agreement to fulfil their respective obligations.

11.4 Anthropic and OpenAI business terms

When CogniScale sends Customer content to an AI provider using CogniScale's own business accounts, Anthropic's and OpenAI's published business terms say they do not use that content to train their models. If a user connects their own AI subscription instead, that subscription's own terms apply, including any training setting the user has chosen. CogniScale does not use Customer content to train CogniScale's own AI or machine-learning models.

11.5 Model availability

CogniScale routes each Input to a specific AI Provider when the request is made, based on the model the Customer or its Authorised Users have configured and operational availability. CogniScale does not warrant that a specific AI Provider's model will be available for every request. Where the primary chosen AI Provider is unavailable, CogniScale may route to the configured fallback provider.

12. Warranties and Disclaimers

12.1 CogniScale's warranties

CogniScale warrants that:

• It has the right and authority to enter into this Agreement and to grant the rights granted to Customer
• It will provide the Service with reasonable skill and care, in accordance with the Documentation
• It will not knowingly introduce malicious code into the Service
• It will maintain the technical and organisational measures set out in Annex II of the Data Processing Agreement

12.2 Customer's warranties

Customer warrants that:

• It has the authority to enter into this Agreement (including, where Customer is a corporate entity, that the person accepting on Customer's behalf is duly authorised)
• It will use the Service in accordance with this Agreement and applicable law
• Its provision of Customer Data complies with the warranties in section 5.3

12.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 12.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COGNISCALE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE ABOVE, COGNISCALE SPECIFICALLY DISCLAIMS ANY WARRANTY THAT:

• THE SERVICE WILL MEET ALL OF CUSTOMER'S REQUIREMENTS
• OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR A PARTICULAR PURPOSE
• OUTPUTS WILL NOT INFRINGE THIRD-PARTY RIGHTS
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE
• ANY ERRORS IN THE SERVICE WILL BE CORRECTED

NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION.

13. Indemnification

13.1 CogniScale's indemnity: IP infringement of the Service

CogniScale will defend Customer against any third-party claim alleging that Customer's authorised use of the Service infringes that third party's intellectual property rights ("IP Claim"), and will indemnify Customer against damages and reasonable costs awarded by a court of competent jurisdiction or agreed in settlement, provided that:

• Customer promptly notifies CogniScale in writing of the IP Claim
• Customer gives CogniScale sole control of the defence and any settlement negotiation (except that any settlement requiring Customer to admit liability requires Customer's prior written consent)
• Customer provides CogniScale with reasonable assistance in the defence at CogniScale's cost
• Customer has not contributed to or exacerbated the IP Claim

If the Service is held to infringe a third party's intellectual-property rights, or CogniScale reasonably believes it may be so held, CogniScale may, at its option and cost:

• Procure the right for Customer to continue using the Service
• Modify the Service so that it no longer infringes, while preserving substantially equivalent functionality
• Replace the Service with a non-infringing equivalent
• Terminate this Agreement and refund a pro-rata portion of pre-paid Fees for the unused portion of the Subscription Term

CogniScale has no obligation to indemnify Customer to the extent the IP Claim arises from:

• Outputs (which are governed by section 13.2)
• Customer Data, Inputs, or Customer's use of Outputs
• Customer's combination of the Service with anything not provided by CogniScale
• Customer's modification of the Service contrary to the terms of this Agreement
• Customer's use of the Service in breach of this Agreement or applicable law
• A version of the Service that CogniScale has notified Customer is superseded, where Customer continues to use the superseded version after a non-infringing version is made available

This section 13.1 sets out CogniScale's sole liability, and Customer's sole remedy, in respect of IP Claims relating to the Service itself.

13.2 Outputs IP indemnity, limited

Outputs are generated by AI models from probabilistic inference and may inadvertently resemble third-party copyrighted works. CogniScale does not indemnify Customer for IP Claims based on Outputs themselves, except where:

• The relevant AI Provider's commercial terms pass through an Output IP indemnity to CogniScale and Customer
• Customer has used the Service in accordance with this Agreement and the Documentation
• The Output IP Claim does not arise from Customer's use of Inputs that themselves infringe a third party's rights

Where an Output IP indemnity from the AI Provider is available (currently, Anthropic provides such an indemnity for Claude API customers; OpenAI provides "Copyright Shield" for Enterprise tier customers; other AI Providers have similar terms), CogniScale will pass through the available indemnity to Customer on the AI Provider's terms.

13.3 Customer's indemnity

Customer will defend CogniScale (and its officers, directors, employees and agents) against any third-party claim arising from:

• Customer's breach of section 4 (Acceptable Use), section 5.3 (Customer Data warranties), or section 11.2 (Review obligation)
• Customer's Inputs or Customer Data infringing the rights of a third party
• Customer's use of Outputs in violation of applicable law or the rights of a third party
• Customer's acts or omissions in violation of applicable law

and will indemnify CogniScale against damages and reasonable costs awarded by a court of competent jurisdiction or agreed in settlement.

13.4 Procedure

Each indemnity in this section 13 is conditional on the indemnified party giving prompt written notice of the claim, giving the indemnifying party sole control of the defence and settlement (subject to the indemnified party's right to participate at its own cost), and providing reasonable assistance to the indemnifying party at the indemnifying party's cost.

14. Limitation of Liability

14.1 Excluded losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, BREACH OF STATUTORY DUTY OR OTHERWISE:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
• LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST OPPORTUNITY OR LOSS OF GOODWILL
• LOSS OR CORRUPTION OF DATA (EXCEPT TO THE EXTENT CAUSED BY COGNISCALE'S BREACH OF ITS OBLIGATIONS UNDER THE DATA PROCESSING AGREEMENT)
• DAMAGES ARISING FROM AI HALLUCINATIONS, INACCURACIES, OR ERRONEOUS OUTPUTS, REGARDLESS OF WHETHER CUSTOMER RELIED ON THE OUTPUT IN BREACH OF SECTION 11.2

14.2 General liability cap

SUBJECT TO SECTION 14.3 AND 14.5, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COGNISCALE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (the "General Cap"). The General Cap reflects standard B2B SaaS practice (1× annual contract value).

14.3 Super Cap for confidentiality and data breaches

THE GENERAL CAP IS DOUBLED (to 2× the General Cap, the "Super Cap") FOR LIABILITY ARISING FROM:

• A BREACH BY COGNISCALE OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 10
• A BREACH BY COGNISCALE OF ITS OBLIGATIONS UNDER THE DATA PROCESSING AGREEMENT THAT CAUSES A NOTIFIABLE PERSONAL DATA BREACH
• COGNISCALE'S INDEMNIFICATION OBLIGATION IN SECTION 13.1

14.4 Zero liability for AI hallucinations and Output accuracy

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COGNISCALE HAS NO LIABILITY FOR DAMAGES ARISING FROM:

• INACCURATE, INCOMPLETE, FABRICATED OR OTHERWISE FLAWED OUTPUTS
• CUSTOMER'S OR ANY AUTHORISED USER'S RELIANCE ON OUTPUTS WITHOUT THE REVIEW REQUIRED BY SECTION 11.2
• AI HALLUCINATIONS IN ANY FORM

THIS LIABILITY EXCLUSION REFLECTS THE PROBABILISTIC NATURE OF AI OUTPUTS, WHICH IS DISCLOSED TO CUSTOMER IN SECTION 11.1 AND ACCEPTED BY CUSTOMER ON ACCEPTANCE OF THIS AGREEMENT.

14.5 Liability that cannot be excluded

Nothing in this section 14 excludes or limits a party's liability for:

• Death or personal injury caused by the party's negligence
• Fraud or fraudulent misrepresentation
• Customer's payment obligations under section 8
• A party's indemnification obligations under section 13, beyond the applicable Cap
• Any other liability that cannot be excluded or limited under applicable law

14.6 Allocation of risk

The parties have negotiated this section 14 as a fair allocation of risk reflecting the commercial bargain between them, including the Fees and the nature of the Service. Each party would not have entered into this Agreement on the same Fees and terms without the protections in this section.

15. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, natural disasters, fire, flood, pandemic, epidemic, public-health emergency, internet outages affecting a material portion of the public internet, third-party Sub-processor failures despite the affected party's reasonable diligence, and cyber attacks on third-party infrastructure. The affected party will use reasonable efforts to mitigate and to resume performance, and will keep the other party reasonably informed.

If a force-majeure event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice, with pro-rata refund of pre-paid Fees for the unused portion of the Subscription Term.

16. Governing Law and Disputes

16.1 Governing law

This Agreement is governed by the laws of England and Wales, without regard to conflict-of-law principles.

16.2 Jurisdiction

Each party agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute arising under or in connection with this Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.3 Informal resolution

Before commencing formal proceedings, the parties will use reasonable efforts to resolve any dispute through good-faith discussions between senior representatives of each party, beginning within 14 days of one party giving the other written notice of the dispute.

16.4 UK consumers and EU consumers

If applicable consumer-protection law gives Customer mandatory rights that conflict with this section 16, those mandatory rights prevail. The Service is intended for business use; if Customer is using the Service as a consumer (which is not the intended use), Customer's mandatory consumer rights are not affected by this Agreement.

17. General Provisions

17.1 Notices

All formal notices under this Agreement (including notices of breach, notices of non-renewal, and notices under sections 8 and 9) must be in writing and sent to:

• For CogniScale: [email protected], with a copy to Queensbury House, 106 Queens Road, Brighton, BN1 3XF
• For Customer: the email address Customer specified on its account, or the address in any Order Form

Routine operational notices (sub-processor updates, product changes) may be given via the Service or via the email address Customer specified.

17.2 Entire Agreement

This Agreement (including all documents incorporated by reference) is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, communications and understandings, written or oral. Customer's purchase orders, vendor onboarding portals, and other procurement formalities have no effect on this Agreement, except where signed by an authorised officer of CogniScale in a manner expressly agreed in writing.

17.3 Order of precedence

In the event of conflict, the following order of precedence applies:

1. Any signed Order Form between the parties (highest)
2. The Data Processing Agreement (for data-protection matters)
3. This Terms of Service
4. The other documents incorporated by reference (Privacy Policy, Cookie Policy, Acceptable Use Policy, Sub-processor list, Documentation)

17.4 Modifications to this Agreement

CogniScale may modify this Agreement from time to time. Material modifications will be notified to Customer at least 30 days in advance by email to Customer's nominated billing or admin contact, and published at https://cogniscale.com/terms/changelog. Customer's continued use of the Service after the modification takes effect constitutes acceptance. If Customer does not accept a material modification, Customer may terminate this Agreement on the same conditions as section 9.4.

17.5 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without CogniScale's prior written consent. CogniScale may assign this Agreement in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, on written notice to Customer.

17.6 No waiver

A party's failure or delay in exercising any right under this Agreement does not waive that right. A waiver in one instance is not a waiver in subsequent instances.

17.7 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent needed to be enforceable while preserving the parties' intent.

17.8 No third-party beneficiaries

This Agreement is solely for the benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers any right on any third party, except as expressly set out in this Agreement and except for the rights of indemnified individuals under section 13.3.

17.9 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment or fiduciary relationship between the parties.

17.10 Anti-bribery and anti-modern-slavery

Each party will comply with applicable anti-bribery legislation (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act). Each party warrants that it complies with applicable anti-modern-slavery legislation (including the UK Modern Slavery Act 2015 where applicable based on turnover thresholds).

17.11 Export controls and sanctions

Customer warrants that it is not, and will not permit any Authorised User to be, a person or entity subject to UK, EU, US or UN sanctions, and will not use the Service in or for the benefit of any sanctioned jurisdiction. CogniScale may suspend or terminate the Agreement immediately on becoming aware of any breach of this section.

17.12 Headings

Section headings are for convenience only and do not affect interpretation.

17.13 Counterparts (where signed)

Where this Agreement (or an Order Form referencing it) is signed rather than accepted via click-through, it may be signed in counterparts (including electronically), each of which is deemed an original and which together form one agreement.

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