Terms and Conditions

General Provisions

These terms and conditions apply to all services provided by Cognexia, unless otherwise agreed in writing. Any order or engagement implies full acceptance of these terms by the client.

Scope of services

Cognexia provides consultancy services related to innovation strategy, intellectual property and business development. The exact scope of each assignment is defined in the relevant proposal, quotation, purchase order, or contract.

Contractual documents

In case of discrepancy, the following documents prevail in this order: the signed contract or statement of work, any accepted commercial proposal, and these general terms and conditions.

Client cooperation

The client undertakes to provide accurate, complete, and timely information necessary for the performance of the services. Delays or deficiencies in the information supplied by the client may affect deadlines, deliverables, and outcomes, and Cognexia cannot be held liable for resulting consequences.

Financial Terms

Fees

Fees are defined in the applicable commercial proposal or contract. Unless stated otherwise, prices are expressed in euros and exclude taxes.

Invoicing and payment

Invoices are payable within the period specified on the invoice or in the contract. In the absence of a specific provision, invoices are payable within 30 days from the date of issue.

Late payment

Any late payment may automatically trigger statutory late payment interest, as well as a fixed compensation for recovery costs where required by applicable law. Cognexia may suspend the performance of the services until outstanding sums are paid in full.

Expenses

Reasonable expenses incurred for the performance of the services may be re-invoiced to the client when agreed in advance or provided for in the contract.

Performance and Liability

Obligation of means

Cognexia is bound by an obligation of means and not by an obligation of result. In particular, Cognexia cannot guarantee the success, evaluation score, or commercial outcome of a strategy, analysis or recommendation.

Liability limitation

Cognexia shall only be liable for direct damage proven to result from its fault. To the extent permitted by law, Cognexia shall not be liable for indirect, consequential, immaterial, or economic losses, including loss of opportunity, loss of profit, or loss of anticipated business value.

In any event, Cognexia's total liability is limited to the amount actually paid by the client for the services giving rise to the claim.

Force majeure

Cognexia shall not be held liable for any delay or non-performance caused by an event beyond its reasonable control, including force majeure events under applicable law.

Confidentiality and Intellectual Property

Confidentiality

Each party undertakes to keep confidential all technical, commercial, financial, and organizational information received from the other party during the performance of the services, except where disclosure is required by law or prior written consent has been given.

Pre-existing rights

Each party retains ownership of its pre-existing intellectual property, methods, know-how, templates, tools, and materials.

Deliverables

Unless otherwise agreed in writing, deliverables specifically produced for the client may be used by the client for its internal and project-related needs. Cognexia retains ownership of its underlying methodologies, frameworks, and reusable know-how.

Termination and Disputes

Termination

In the event of serious breach by one party of its contractual obligations, the other party may terminate the contractual relationship after formal notice has remained without effect within a reasonable period.

Applicable law and jurisdiction

These terms are governed by French law. Any dispute relating to their interpretation or performance falls within the jurisdiction of the competent courts attached to the Paris Court of Appeal, unless mandatory rules provide otherwise.