• Definitions and Scope of Application

1.1 In the context of these general terms and conditions of sale (T&Cs), the following terms shall have the meanings ascribed to them:

"Service Provider": Cognitech Solutions.

"Client": Any natural or legal person using the services of the Service Provider.

"Subcontractor/Partner": Any third-party service provider engaged by the Service Provider to perform part of the services for the Client.

1.2 These T&Cs govern all services provided by the Service Provider as described below.

• Service Offerings

2.1 AI Audit Consulting
The Service Provider assists Clients in assessing their systems and processes, identifying and prioritizing potential AI use cases, and providing clear recommendations, pricing estimates, implementation timelines, and ROI projections.

2.2 AI Solutions Implementation
Based on the opportunities identified during the audit, the Service Provider coordinates and oversees the design and delivery of automation and AI solutions tailored to the Client’s needs. The Service Provider may engage Subcontractors/Partners for technical execution but remains the Client’s sole contractual counterpart and primary point of contact.

2.3 Employee AI Education
The Service Provider provides tailored on-site or online training sessions to ensure that the Client’s employees can confidently adopt, maintain, and further develop the implemented AI solutions.

• Estimates, Invoicing, and Payment

4.1 Estimates issued by the Service Provider are valid for a period of one month from their date of issuance.

4.2 Service rates are detailed in the estimate accepted by the Client. Prices are stated excluding taxes, and any applicable tax will be added in accordance with the current legislation.

4.3 Payment is made according to the terms agreed upon in the estimate, subject to specific provisions agreed between the parties.

• Confidentiality and Intellectual Property

5.1 The Service Provider undertakes to maintain the confidentiality of information provided by the Client in the context of services.

5.2 Any intellectual property rights resulting from the services performed remain the property of the Service Provider unless expressly agreed otherwise between the parties.

• Responsibilities

6.1 The Service Provider cannot be held responsible for malfunctions resulting from circumstances beyond its control, such as technical failures, cyberattacks, or natural events.

6.2 The Client is responsible for the accuracy and quality of the information provided in the context of the service.

6.3 Use of Subcontractors: The Service Provider may engage Subcontractors/Partners for the delivery of certain services. While the Service Provider remains responsible towards the Client for the overall performance of the services, the Service Provider shall not be liable for any indirect, incidental, or consequential damages arising from the acts or omissions of Subcontractors/Partners.

6.4 Liability Cap: The Service Provider’s aggregate liability under these T&Cs shall not exceed the total fees paid by the Client to the Service Provider in the twelve (12) months preceding the event giving rise to liability.

• Duration and Termination

7.1 The duration of the services is defined in the estimate accepted by the Client.

7.2 Each party may terminate the contract in case of a serious breach by the other party, subject to reasonable notice.

• Applicable Law and Dispute Resolution

8.1 These T&Cs are governed by French law.

8.2 In the event of a dispute, the parties undertake to:

(a) Mitigate damages: Each party shall take all reasonable steps to limit the scope and impact of any loss, damage, or claim arising out of or relating to the services.

(b) Amicable resolution: The parties shall first seek to resolve the dispute amicably through good-faith negotiations.

(c) Arbitration: If no resolution is reached within thirty (30) days, the dispute shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with said Rules. The seat of arbitration shall be Paris, France. The language of the arbitration shall be English, unless the parties agree otherwise.