Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Service" refers to the AI integration services provided by Cognova, including assessments, pilot programs, and integration partnerships
• "Client" or "You" refers to the individual or organization engaging our services
• "We," "Us," or "Our" refers to Cognova
• "Agreement" refers to these Terms and Conditions together with any service-specific agreements
• "Website" refers to the Cognova website at cognoovaa.club

2. Acceptance of Terms

By accessing our website or engaging our services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our website or services.

You must be at least 18 years old and have the legal capacity to enter into binding contracts in Thailand to use our services.

3. Services Description

3.1 Service Offerings

Cognova provides AI integration consulting services including:

• AI Readiness Assessments to evaluate organizational capability and infrastructure
• Pilot Implementation Programs for testing specific AI use cases
• Integration Partnership for comprehensive AI capability implementation

3.2 Service Availability

Our services are primarily available to organizations located in Thailand. We reserve the right to decline service to any client at our discretion.

3.3 Modifications to Services

We may modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of material changes that affect active client engagements.

4. Client Responsibilities

4.1 Information Accuracy

You agree to provide accurate, current, and complete information when engaging our services. You are responsible for maintaining the accuracy of this information throughout our engagement.

4.2 Cooperation

You agree to cooperate with us in good faith, provide timely access to necessary resources and information, and designate appropriate staff members to work with our team.

4.3 Acceptable Use

You agree not to:

• Use our services for any unlawful purpose or in violation of any regulations
• Attempt to gain unauthorized access to our systems or data
• Interfere with the proper functioning of our services
• Reproduce, duplicate, or reverse engineer any aspect of our proprietary methodologies without permission

5. Intellectual Property

5.1 Our Intellectual Property

All content, methodologies, documentation, and materials provided by Cognova remain our intellectual property. You receive a limited, non-exclusive license to use materials provided specifically for your project during and after our engagement.

5.2 Client Data and Materials

You retain all rights to data and materials you provide to us. You grant us a license to use this information solely for the purpose of delivering our services to you.

5.3 Developed Solutions

Custom solutions developed specifically for your organization during an engagement will be your property upon full payment. General methodologies and frameworks we develop remain our intellectual property.

6. Payment Terms

6.1 Pricing

Service pricing is as stated on our website or in specific service agreements. Prices are in Thai Baht (฿) and are subject to change with notice.

6.2 Payment Schedule

Payment terms will be specified in individual service agreements. Typically:

• Assessments: 50% upon engagement, 50% upon delivery of report
• Pilot Programs: 40% upon engagement, 30% at midpoint, 30% upon completion
• Integration Partnerships: Monthly billing or milestone-based payments as agreed

6.3 Late Payment

Payments are due within 14 days of invoice date unless otherwise agreed. Late payments may incur a fee of 1.5% per month on outstanding balances.

6.4 Refund Policy

Refunds are available for assessments if cancelled within 48 hours of engagement and before work has commenced. For pilot programs and partnerships, refund terms will be specified in the service agreement.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This obligation continues for 3 years after the end of the service relationship.

Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from third parties.

8. Disclaimers

8.1 Service Provision

Our services are provided on an "as is" basis. While we strive for high quality in all our work, we do not warrant that our services will be uninterrupted or error-free.

8.2 Results and Outcomes

We cannot provide certainty regarding specific outcomes or results from AI implementation. The success of AI integration depends on many factors including but not limited to data quality, organizational adoption, and ongoing maintenance.

8.3 Professional Advice

Our services constitute technical consulting, not legal or financial advice. You should consult appropriate professionals for matters requiring such expertise.

9. Limitation of Liability

To the maximum extent permitted by Thai law:

• Our total liability for any claims arising from our services shall not exceed the fees paid by you for the specific service giving rise to the claim
• We shall not be liable for any indirect, incidental, special, or consequential damages including lost profits, loss of data, or business interruption
• We shall not be liable for any failures or delays caused by factors beyond our reasonable control

10. Indemnification

You agree to indemnify and hold harmless Cognova and its staff from any claims, damages, or expenses arising from your use of our services in violation of these terms or applicable laws.

11. Termination

11.1 Termination by Either Party

Either party may terminate an engagement with 30 days written notice. You remain responsible for fees for work completed up to the termination date.

11.2 Immediate Termination

We may terminate services immediately if you breach these terms or engage in conduct that we believe may harm our business or reputation.

11.3 Effects of Termination

Upon termination, we will provide you with all work completed to date and documentation necessary for your team to maintain implemented solutions. Confidentiality obligations survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms and Conditions are governed by the laws of Thailand. Any disputes shall be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand.

12.2 Informal Resolution

Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good faith negotiation. Either party may initiate this process by providing written notice to the other party.

12.3 Mediation

If informal resolution is unsuccessful, the parties may agree to mediation before pursuing litigation.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any service-specific agreements, constitute the entire agreement between you and Cognova regarding our services.

13.2 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.3 Waiver

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

13.4 Assignment

You may not assign or transfer your rights under these terms without our written consent. We may assign our rights and obligations to a successor organization.

14. Changes to Terms

We may update these Terms and Conditions from time to time. Material changes will be communicated to active clients. Continued use of our services after changes become effective constitutes acceptance of the modified terms.

15. Contact Information

For questions about these Terms and Conditions, please contact us: