1.1 These Terms are a contract between you and Cogitamus Limited a company registered in England and Wales with company number 06061196 and registered office 11 Woodfield Road, Peterborough, PE3 6HD (we, us).  

1.2 References to you or your are to the company or other organisation subscribing to our Content, and to the Authorised Users nominated by each such company or organisation.   

1.3 We reserve the right to change these Terms at any time on 30 (thirty) days’ written notice to you.  If the changes significantly affect your legal rights or obligations,  and you do not agree to the changes, you may terminate your subscription and the provisions of Condition 9 shall apply. We will treat your continued access to the Content as acceptance of the updated Terms.  

2.1 Definitions and Interpretation

In these Terms, the following words have the following meanings:

Authorised Users: your employees authorised to access all or part of the Content in accordance with Condition 3.2. 

Confidential Information: has the meaning given to it in Condition 7; 

Content: the content delivered to you under these Terms including content you access on our online platform, and  content in materials sent you;  

Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the UK General Data Protection Regulation;

Fee: the fees due to access and receive the Content;

IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;  

Personal Data: shall have the meaning given to it in the Data Protection Legislation;

Website:the website used to host Content.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 The headings shall not affect the interpretation of these Terms. 

2.4 References to Conditions are references to the numbered provisions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

3. Fee

3.1 Unless we agree otherwise, your licence to use the Content begins only when we receive the Fee in full and cleared funds.  If you request and we agree to issue an invoice, the invoice is due within 10 days of receipt.

3.2 Each Fee allows you to share your account with two other Authorised Users. You must immediately notify us of any Authorised User who ceases to be your employee or who is otherwise no longer to be permitted access to the Content for whatever reason. You are responsible for ensuring Authorised User compliance with these Terms and accept responsibility and liability for the acts and omissions of your Authorised Users.

4. Licence to Content

4.1 We grant you and the Authorised Users the right to access and use the Content for your normal, internal business purposes. This right is non-exclusive, non-transferable and limited by and subject to restrictions set out in these Terms.  If your normal business purposes include consulting and/or advisory services to third parties, then you shall be entitled also to incorporate reasonable amounts from the Content into reports and materials that you wish to distribute to your clients, provided that you attribute the Content to us and do not remove any copyright notice from the Content.

4.2 The Content must not be used for any unauthorised or unlawful purpose. In particular, you agree not to:

(a) try to gain unauthorised access to any networks, servers or computer system connected to the Content;

(b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Content; 

(c) except to the extent permitted by Condition 4.1, reproduce, redistribute, sell, create derivative works from the Content, including by reproducing the Content on your intranet and/or website or other public facing platform;

(d) decompile, reverse engineer, or disassemble all or part of the Content save to the extent expressly permitted by law and not capable of exclusion; 

(e) attempt to interfere with the proper working of the Content and, in particular, attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Content; 

(f) remove any copyright notices or trade mark statements from the Content; and/or 

(g) use or access the Content to build or support, and/or assist a third party in building or supporting, products or services competitive to us.

4.3 You shall put in place and maintain adequate security measures to safeguard the Content on your system from access or use by any unauthorised person and you shall not disclose, provide or otherwise make available the Content to any third party.  

  1. We  may freely use any anonymous data that we learn, acquire or obtain in connection with your use of the Content in order to improve, review and analyse our services, online platform and business generally.  

5. Delivery of Content

  1. We envisage that most Content will be delivered by email and we shall accordingly use the email address provided for each Authorised Users.  Please let us know if you need to change an email address at any time. You should check your junk folder for Content that we send and ensure that your system and/or settings are not set to block or discard Content.  If you do not receive Content from us, you should contact us accordingly, and our sole liability to you shall be to resend the Content in question.
  1. Whilst we undertake appropriate commercial checks for viruses and other harmful code within our Content, we cannot guarantee that the Content shall be free from such viruses or other harmful code.  You are responsible for implementing sufficient procedures and virus blocking protocols to protect your computer system from damage.

5.3 Some Content may also be available on the Website.  You shall, and shall procure that your Authorised Users shall, maintain the confidentiality of any log-in credentials used to access the Content on the Website and you shall, and shall procure that your Authorised Users shall, not permit or assist anyone else to access the Content through their log-in credentials.

5.4 We shall use reasonable endeavours to make the Content on the Website available at all times, but you acknowledge that there may be occasions when access to the Content may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.   You should promptly report any fault in access to the Content on the Website to us and we shall endeavour to remedy the fault as soon as reasonably practical. We reserve the right to remove any content or features from the Content on the Website for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances.

5.5 You shall not act in a way which could risk overloading, impairing or damaging access to the Website and supporting infrastructure. If at any time your access to and/or use of the Website  is excessive and as a result impacts on other clients’ ability to access the Content, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use.   

  1. 5.6 You must ensure that your systems meet all relevant technical specifications necessary for you and your Authorised Users to access the Content on the Website. We are not liable to you if you are unable to access the Content for any reason outside of our control, including your failure to use appropriate equipment or insufficient bandwidth. 

6. Intellectual Property

6.1  All IP Rights in the Content are owned by us or have been licensed to us. You may not copy, distribute or otherwise use any of our IP Rights except as set out in these Terms without our prior written consent. If you do so, you shall indemnify and keep indemnified us, our directors and employees from and against all losses, costs, claims, expenses, fines and damages that we may suffer or incur as a result of such unauthorised use.

6.2 You shall promptly notify us of any claim, notification or allegation that you receive that your use of or access to the Content in accordance with these Terms infringes the IP Rights of any third party (a Claim).  You shall:

(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent; 

(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim; 

(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and 

(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the Content that is the subject of the Claim.  

6.3 On receipt of a notice under Condition 6.2, we shall at our sole expense either procure for you the right to continue accessing and using the Content or modify or replace the infringing part of the Content to avoid the infringement.

6.4 We may make reference to you (including your business name and logo) within our marketing and promotional materials.  In exercising this right, we will not do anything that may damage your reputation or bring you into disrepute. 

7. Confidential Information

7.1 Confidential Information means all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).   

7.2 The Receiving Party shall not use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms. 

7.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees and representatives to the extent that they need to know the same in order to carry out its obligations under these Terms and where those employees and representatives are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

7.4 The provisions of Conditions 7.1, 7.2 and 7.3 shall not apply to any Confidential Information which:

(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; 

(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or 

(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

8. Personal Data

8.1 You must provide us with the contact details that we request for all Authorised Users, and keep such information up- to date.  You acknowledge that we determine what Personal data is required to access the Content and we determine how we use such personal data in order to provide the Content.   Accordingly, we are the controller (as such term is defined in the Data Protection Legislation) of the Authorised User’s Personal Data. 

8.2 We agree to process the  Authorised User’s Personal Data in accordance with our obligations as a controller under the Data Protection Legislation and in accordance with our privacy policy.

9. Termination 

9.1 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your access to the Content with immediate effect if:

  1. the other party breaches any of the provisions of these Terms and if such breach is capable of remedy fails to remedy that breach within 14  (fourteen) days of being notified of the breach; or
  2. the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

9.2 Without prejudice to any other right or remedy available to us, we shall be entitled to terminate or suspend your access to Content if you fail to pay the Fee by the due date.

9.3 No refund shall be due to you if we exercise our rights under Condition 9.1.  Notwithstanding expiry or earlier termination, the following Conditions shall remain in force: Clauses 1 (Definitions and Interpretation), 8 (Confidential Information), 9.3 (Termination), 10 (Warranties and Liability) and 12 (General).

10. Warranties and Liability  

  1. We warrant that we will provide the Content to you using reasonable skill and care and in accordance with all applicable laws.  However, you agree that the Content has not been created specifically for you and is not therefore intended to amount to specific, tailored advice and the Content includes third party content, opinion and comment and we cannot be liable for such third party content.

10.2 We warrant that we will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption and put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet our statutory responsibilities. 

10.3 Except as set out in these Terms, and to the extent permitted by law, no representation, warranties and/or conditions are given or assumed by us in relation to the Content, and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms. In particular, we do not warrant that the Content are fit for your particular purposes, nor that any particular result in relation to your business will be achieved or achievable as a result of your access to the Content.

10.4 We shall be liable to you only for losses and damages that arise as a direct result of our breach of these Terms and/or our negligence. Accordingly, we shall not be liable to you for:

(a) loss of profits;

(b) loss of business; 

(c) loss or corruption of data or information; 

(d) business interruption; 

(e) loss of or wasted staff or management time; and/or

(f) any kind of special, indirect, consequential loss or pure economic loss.

You agree that the provisions of this Condition 10.4 are severable.

10.5 Our total liability to you for all claims or series of claims under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid by you for access to the Content.

10.6 To the extent we have any liability under these Terms and to the extent permitted by law, we shall be liable only to the company or organisation that has paid the Fee and not to any individual Authorised User.

10.7 Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law. 

11. Force Majeure

11.1 For the purposes of this Condition 11, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.

11.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

11.3 If performance of any obligation under these Terms is prevented, hindered, or delayed due to an event of Force Majeure for at least 60 days either party shall be entitled to terminate these Terms on written notice to the other party.

11.4 The provisions of Condition 11 shall not be relied on in relation to the inability to pay any Fees due under these Terms.

12. General

  1. The Terms shall be governed by, and construed in accordance with, the laws of England and Wales and the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Terms.
  2. No right, power or remedy conferred upon or reserved for a party is exclusive of any other right, power or remedy available to a party provided either under the Terms or as a matter of law and each such right, power or remedy shall be cumulative.
  3. If any provision of the Terms is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of it, which shall remain valid and enforceable.
  4. Notices served under the Terms may be sent by email to a valid, current email address.
  5. No failure or delay by us to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.