The website – ‘www.cognisaas.com’ (hereinafter referred to as “CogniSaaS”) is owned and operated by CogniSaaS Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, bearing CIN U72900KA2020PTC131982 and having its registered address in Bangalore, Karnataka, India (hereinafter referred to as the “Service Provider”).
This Terms of Service is an electronic record published in compliance of, and is governed by the provisions of, inter alia, applicable provisions of the Indian Contract Act, 1872, the (Indian) Information Technology Act, 2000 and the rules, regulations, guidelines and clarifications framed there under, including, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011, and the Information Technology (Intermediaries Guidelines) Rules, 2011. This Terms of Service is generated by a computer system and does not require any physical or digital signatures.
By accessing, registering, browsing, transacting or otherwise using CogniSaaS or using the Service, the Client acknowledges that the Client has read, understood and agreed to the entirety of these Terms of Service. The Service Provider strongly advises the Client to print and/or save a copy of the Terms of Service.
These Terms of Service may be amended from time to time. It is the Client’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. The Client agrees that the continued use of the Service after such changes to the Terms of Services have been published will constitute the Client’s acceptance of such revised terms.
In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:
“Account” means the account of the Client on CogniSaaS after entering into the Agreement, which enables the Client to use the Service.
“Client” means the individual or legal entity, professional only, who seeks to access CogniSaaS and avail the Service and whose name and address appear on the Account. The Client and the Service Provider are hereinafter collectively referred to as the “Parties” or individually as a “Party”.
“Documentation” means all documents that may be viewed, printed and/or downloaded free of charge in electronic form from CogniSaaS, including the knowledge base, and the blog , describing the functionalities of the Service and CogniSaaS.
“Personal Data” means any information relating to a natural person who is or can be identified, directly or indirectly.
“Service” means the grant of access to CogniSaaS by the Service Provider and the use of CogniSaaS in SaaS mode by the Client, under the terms and conditions set out in the Agreement.
“Subscribed Plan” means the fee based plan subscribed by the Client for a fixed monthly or an annual period, which appears on the Account. The Service is provided through separate offers, which functionalities are described on CogniSaaS, or through specific tailored offer (s).
2. Purpose of the Agreement
The purpose of the Agreement is to set out the conditions under which the Service Provider provides the Service to the Client, who accepts the said Service, along with a nonexclusive and nontransferable right to use CogniSaaS in SaaS mode on a compatible computer or tab or cellular device. In exchange, the Client agrees to pay the contractual fee and to comply with all requirements set out in the Agreement.
3. Access and Availability
3.1 Membership Eligibility
Use of CogniSaaS is available only to Persons who can enter into legally binding contracts under Indian Contract Act, 1872 and can provide the relevant information required during registration on CogniSaaS. Persons who are ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872 including minors and un-discharged insolvents or person of unsound mind are not eligible to use CogniSaaS. Any Person under the age of 18 shall not register as a client on CogniSaaS and shall not transact on or use CogniSaaS. Service Provider reserves the right to terminate any Client’s membership and/or refuse to provide such Person with access to CogniSaaS if it is brought to the Service Provider’s notice or if it is discovered that such Client is not eligible to use CogniSaaS.
3.2 Registration and Access
The Client accesses the Service through their own and personal Account. The Client’s Account may only be used by one person, a single Account shared by multiple people is not permitted. The Client bears all liability as to the access and the use of the Account. The Account requires the Client to provide their legal full name, a valid email address, and any other information requested in order to complete the registration process.
3.3 Availability and Support
The Service is available to the Client 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement. Support for the Service is only available in English, via email [email protected].
When the Client contacts the Service Provider, the Service Provider keeps a record of the Client’s communication to help solve any issues the Client might be facing. Service Provider may use the Client’s email address to inform the Client about the Services, such as letting the Client know about upcoming changes or improvements to CogniSaaS. Service Provider will use the information for any other purpose only after seeking the Client’s consent.
4. Pricing, Invoicing and Penalties
A specific pricing applies to any monthly or annual subscription plan, which are detailed under the page Pricing, except for the free Account for a limited period as mentioned on CogniSaaS. The pricing currency shall be mentioned on CogniSaaS and all tax excluded, except when expressed otherwise. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties in its jurisdiction.
Each Client may subscribe only once to a free Account and shall not maintain more than one free Account. At any time during the trial period, the Client may opt for a Subscribed Plan, which will be charged automatically. For any upgrade or downgrade of the Subscribed Plan, the new price will apply as of the day following the date of the change in the Subscribed Plan. The billing cycle remains unchanged and the invoicing will include the details as to the pro rata. In the event of an amendment of the Client’s Subscribed Plan or a change from the Subscribed Plan to a free Account, the Client shall not be entitled to a refund
4.2. Payment and Invoicing
All Subscribed Plans must be paid, through the Service Provider payment service provider, for in full using a credit card, exclusively with one of the following credit card : Visa, Mastercard, Amex. The Client must enter valid credit card information.
The Service is billed in advance on a monthly or annual basis, irrespective of the use of the Service made by the Client. The amount already paid is neither fully nor partially refundable. The lack of use or the temporary discontinuance of the Service during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor qualify for a refund or any compensation whatsoever. The Service Provider will provide no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account.
The Service Provider shall automatically send the Client an email receipt for each payment. In addition, the Client may also download a PDF version of the invoice including the Client’s details in their Account in the section “Settings”.
In the event of lack of payment on the due date, the Service Provider is entitled to require payment of (i) the entire debt, (ii) damages for delay, of three times the legal interest rate and (iii) a lump fee for fees recovery.
5. Modification of Service and Pricing
The Service Provider reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.
Prices of all Services, for the monthly or annual subscription plan to the Service, are subject to changes at any time. Such notice may be provided at any time by posting the changes on CogniSaaS. Such changes shall not apply for the ongoing Subscribed Plans and shall only apply for the Subscribed Plans entered after the modification of pricing.
The Agreement will be effective after the creation of an Account by the Client, including a free Account, and will remain in effect until its termination by either Party. The minimal duration of the Agreement is one (1) month as from the date of the subscription of a monthly Subscribed Plan and one (1) year as from the date of the subscription of an annual Subscribed Plan.
All Subscribed Plans will renew for successive periods of the same duration by tacit agreement, unless terminated by either Party by email (for the Client: to the Client’s email address provided in the Account; for the Service Provider : [email protected]) at least 7 (seven) working days before the end of the Subscribed Plan. It is the sole responsibility of the Client to anticipate the end of the Subscribed Plan, which consequences will be borne exclusively by the Client. No amount, or part thereof, received in advance by the Service Provider for the Subscribed Plan will be refunded.
7. Granting and undertaking of the Service Provider
The Service Provider undertakes to use all reasonable and human resources to provide the Service, subject to (i) the full payment by the Client of the contractual fees and (ii) interruptions, suspension or discontinuance of all or any portion of the Service due to maintenance, service disruption or external failure to the Service Provider. For maintenance operations, the Service Provider will endeavour to inform the Client in advance by email or via CogniSaaS. The temporary interruptions of the Service, of any kind, will under no circumstances give rise to indemnification of any kind to the Client’s benefit. Any service not expressly provided for in the Agreement, such as training, support, etc., shall be subject to a separate agreement, based on a quotation established according to the Service Provider’s applicable rates.
8. Grantings and undertakings of the Client
The Client, who enters into the Agreement on behalf of a company or other legal entity, grants that they have the authority to bind such entity and its affiliates. The Client grants to be a natural or a legal entity, acting as a professional, excluding any robots. Accounts registered by “bots” or other automated methods are not permitted.
The Client undertakes to :
- acquire the necessary hardware and software, and to subscribe to telecommunications services (internet access) required to remotely use the Service. The costs for such equipment and for Internet access services are exclusively borne by the Client;
- ensure that the Client is trained to use the Service and internet based technologies;
- maintain the security of the Account and the related password;
- accurately transmit, under their sole responsibility, all information required for the performance of the Agreement and warrants the accuracy of such information. The Client hence commits to report any change to these information;
- pay the contractual fees under the conditions set out in the Agreement;
- respect the Service Provider’s intellectual property rights;
- refrain from using the Service in conditions that may impair the functioning or safety of the Service;
- refrain from modifying, adapting or hacking the Service or modify another website so as to falsely imply that it is associated with the Service, or with the Service Provider;
- refrain from uploading, or transmitting unsolicited email or “spam” messages; refrain from reproducing, duplicating, copying, selling, reselling or exploiting any portion of the Service, use of the Service, or access to the Service without the written permission by the Service Provider;
- be of an illegal nature, contrary to the laws or regulations in force, contrary to morality (pornography, violence, etc.) or infringing third parties’ rights, including (without limitation) intellectual property rights and the right to privacy.
No User shall be permitted to perform any of the following prohibited activities:
- stalking, intimidating and/or harassing another client and/or inciting others to commit violence;
- transmitting material that encourages anyone to commit a criminal offence, that results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
- interfering with any other person’s use or enjoyment of CogniSaaS;
- making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner, committing any act that amounts to the infringement of intellectual property or making available any material that infringes any intellectual property rights or other proprietary rights of anyone else;
- make available any content or material that the Client does not have a right to make available under any law or contractual or fiduciary relationship, unless the Client owns or controls the rights thereto or have received all necessary consents for such use of the content;
- impersonate any person or entity, or falsely state or otherwise misrepresent Client’s affiliation with a person or entity;
- reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from CogniSaaS;
- intentionally or unintentionally interfere with or disrupt CogniSaaS or violate any applicable laws related to the access to or use of CogniSaaS, violate any requirements, procedures, policies or regulations of networks connected to CogniSaaS, or engage in any activity prohibited by these Terms of Service;
- disrupt or interfere with the security of, or otherwise cause harm to, CogniSaaS, materials, systems resources, or gain unauthorized access to user accounts, passwords, servers or networks connected to or accessible through CogniSaaS;
- interfere with, or inhibit any client from using and enjoying access to CogniSaaS;
- alter or modify any part of CogniSaaS;
- use CogniSaaS for purposes that are not permitted by: (i) these Terms of Service; and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction; or
- violate any of the terms specified under the Terms of Service for the use of CogniSaaS.
Accordingly, the Client is responsible for any damages such data could cause to the Service Provider, to a third party, to the Service and will hold the Service Provider harmless against any claims that may be brought against the Service Provider by a third party because of such data and, more generally, the Client’s use of the Service. While the Agreement prohibits such conduct on the Service, the Client understands and agrees that the Service Provider cannot be held responsible for the content uploaded in the Service. The Client therefore agrees to use the Service at their own risk.
The Service Provider may remove Accounts containing data that the Service Provider considers in its sole discretion as unlawful, offensive, threatening or otherwise objectionable or violates any Party’s intellectual property right(s) or the Agreement.
The Service is provided on an “as is” basis and “as available” basis. The Service shall not substitute any other function in the Client’s organization. The information given by the Service Provider is provided solely for the use of the Service but not for the Client’s organization. The Service Provider has an obligation of means and does not provide any implicit or explicit warranty as to the use of the Service.
The use of the Service is at the Client’s sole risk. The Client understands that the technical processing and transmission of the Service may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service Provider does not warrant that (i) the Service will meet the specific requirements of the Client, (ii) the Service will be uninterrupted, timely, secure, or error free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any information, or other material obtained by the Client through the Service will meet the Client’s expectations, and (v) any errors in the Service will be corrected.
The Service Provider shall not be held responsible for any loss of content. The Service Provider might block the Client’s Account in the event that the Client went over the limit of the Subscribed Plan. The Service Provider excludes any liability for the suspension of the Account.
The Client understands that the Service Provider uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.
The Service Provider excludes any liability in the events of:
- a downgrading of the Service;
- loss of content or Client’s Account;
- int a modification, price change, suspension or discontinuance of the Service;
- a loss or damage from Client’s failure to comply with the Client’s undertakings, including their security obligation.
The Client expressly understands and agrees that the Service Provider shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Service Provider has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute services resulting from any services purchased through or from the Service; (iii) unauthorized access to Client Account or content (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
Client agrees that any breach of these Terms of Service would cause CogniSaaS to suffer irreparable harm in an amount not easily ascertained for which there is no adequate remedy at law. Client agree that such breaches, whether threatened or actual, will give CogniSaaS the right to obtain an injunction against such breach in a court of competent jurisdiction. CogniSaaS’ right to obtain such relief shall not limit its right to obtain other remedies available at law or equity.
In any case, the overall liability of the Service Provider is strictly limited to the overall fees paid by the Client for the ongoing Subscribed Plan, during which the claim arose.
10. Termination for Breach
Breach(es) of any of the terms and conditions of the Agreement by the Client will result in the termination of the Agreement and the closing of the Client’s Account. Should the Client fail to remedy the said breach within seven (7) days from the suspension of their access to the Service, the Service Provider shall be fully entitled to terminate the Agreement with immediate effect and without prior notice. From the termination date, the Client will no longer be able to use the Service. The Client’s Account will be deleted without the Client being entitled to any compensation. The Client shall be solely responsible for the consequences of the termination of the Agreement, in particular in terms of continuity of its internal management and commercial activities.
No amount received in advance by the Service Provider for the Subscribed Plan will be refunded and the Client shall not be entitled to any compensation whatsoever.
Suspension of the Service and/or termination of this Agreement shall not prevent or otherwise impede the claim(s) the Service Provider may present as a result of the Client’s breach(es).
11. Intellectual Property Rights
11.1. Service Provider Ownership and Undertakings
All intellectual property rights in relation to CogniSaaS and all Documentation and contentavailable on the website domain ‘cognisaas.com’ including sub-domains and the mobile application, remain the sole property of the Service Provider. The Service Provider warrants that it has developed CogniSaaS and owns the intellectual property rights to CogniSaaS and all elements used to provide the Service.
The Service Provider undertakes not to claim any ownership on the content uploaded by Client and processed through the Service, which remain the sole property of the Client.
11.2. Client’s ownership and undertakings
The Clients undertakes to refrain from any act or behavior that may directly or indirectly affect the intellectual property rights owned by the Service Provider, such as but not limited to, the intellectual property rights owned on CogniSaaS , the related trademark and logo used by the Service Provider.
12. Collected Data
When registering to and while using CogniSaaS, the Service Provider collects, on a voluntary basis, from the Client a limited number of data, including Personal Data, which is solely for the performance of CogniSaaS and used in connection with CogniSaaS.
All data provided by the Client on CogniSaaS, including Personal Data will not be freely given to anyone. The Service Provider does not, under any circumstances, sell Personal Data. Only authorized employees of the CogniSaaS Service have access to the Personal Data.
14. GDPR compliance
For purposes of the Data Protection Act 1998 and GDPR, the Service Provider acts as the “data controller” for Personal Data and acts as the “data processor” for content uploaded by the Client.
The Service Provider and the Client undertake to keep confidential all information and documents concerning the other Party, of any nature whatsoever, to which the other Party may have referred to, or provided, during the performance of the Agreement. The above shall not prevent the Service Provider to mention its commercial relationship with the Client, as provided below.
16. Force Majeure
The Service Provider uses all technical means which may be reasonably used for the performance of the Service. The Service Provider shall therefore not be held liable in the event that the Service is not available in the case of any Force Majeure Event. A “Force Majeure Event” shall mean any event that is beyond the reasonable control of the Service Provider and shall include, without limitation, sabotage, fire, flood, explosion, epidemic, pandemic, acts of God, civil commotion, strikes, lockouts or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, civil disturbances, unauthorised access to computer data and storage device, computer crashes, breach of security and encryption, and any other similar events not within the control of the Service Provider and which the Service Provider is not able to overcome.
The Client waives any right to indemnity of any nature whatsoever in the event of force majeure and the Service Provider shall not be held liable for any cost incurred due to the impossibility to use the Service.
All notices shall be provided via email to the Client’s Account or as a general notification on CogniSaaS. Any notice to the Service Provider should be sent to [email protected].
At any time and at its own discretion, the Service Provider reserves the right to assign, subcontract, transfer and / or provide all or part of the rights and obligations subject of the Agreement to a third party in any form whatsoever.
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, contracts, and undertakings between the Parties with respect to such matter.
The fact that one of the Parties did not request the application of any provision of this Agreement shall in no event be deemed or interpreted as a waiver of the right that Party has under this provision.
If, for any reason, a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, is unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the Parties as reflected by that provision, and the remainder of these Terms of Service shall continue in full force and effect.
The Client allows the Service Provider to mention its entity name or name and the Service provided for commercial purpose only.
The Client allows the Service Provider to mention its entity name or name and the Service provided for commercial purpose onlyClient acknowledges that Client’s participation on CogniSaaS, does not make the Client an employee or agency or partnership or joint venture or franchise of the Service Provider.
18. Governing Law and Jurisdiction
CogniSaaS, these Terms of Service, and the relationship between the Service Provider and the Client with respect to the use of CogniSaaS shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
19. Anti bribery and anti-corruption policy
Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards. Client agrees to comply with “Anti-Bribery and Anti-Corruption Policy” and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with the Service Provider or any other third parties for the purpose of these Terms of Service. Any instances of such violations will be viewed in a serious manner and the Service Provider reserves the right to take all appropriate actions or remedies as may be required under the circumstances. The Client will provide all possible assistance to the Service Provider in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Client.
20. Grievance officer
In accordance with the Information Technology Act, 2000, and the rules made there under, if the Client has any grievance with respect to CogniSaaS, including any discrepancies and grievances with respect to processing of information, Client can contact the Grievance Officer of the Service Provider at:
Name: Rupesh Rao
Email: [email protected]