Terms & Conditions

Last Updated: January 2025

Effective Date: January 2025

These Terms and Conditions govern your use of Cognitive North's website and services. By accessing our website or engaging our consulting services, you agree to be bound by these terms. Please read them carefully.

1. Definitions

"We," "Us," "Our," "Company" refers to Cognitive North
"You," "Your," "Client" refers to the individual or entity accessing our services
"Services" refers to our AI consulting, machine learning development, and data assessment services
"Website" refers to all web pages and content accessible through cogniitiveenorthqx.biz
"Agreement" refers to these Terms and Conditions and any service-specific agreements

2. Acceptance of Terms

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you must not use our services.

We reserve the right to modify these terms at any time. Changes will be effective upon posting to our website. Your continued use of our services after such modifications constitutes acceptance of the updated terms.

3. Use of Services

Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements.

Account Responsibilities

If you create an account or provide information to us, you are responsible for:

Maintaining the confidentiality of any login credentials
Ensuring the accuracy of information you provide
Promptly updating us of any changes to your information
All activities that occur under your account

4. Prohibited Uses

You agree not to:

Use our services for any unlawful purpose or in violation of applicable laws
Infringe upon the intellectual property rights of Cognitive North or third parties
Transmit any viruses, malware, or other harmful code
Attempt to gain unauthorized access to our systems or networks
Engage in fraudulent, deceptive, or misleading activities
Harass, abuse, or harm other users or our staff
Use automated systems to access our services without authorization
Resell or redistribute our services without written permission

5. Intellectual Property

Our Intellectual Property

All content on our website and materials provided through our services, including text, graphics, logos, methodologies, and software, are the property of Cognitive North or its licensors and are protected by Canadian and international intellectual property laws.

You may not reproduce, distribute, modify, or create derivative works from our content without explicit written permission.

Client-Provided Content

You retain ownership of any data, information, or materials you provide to us. By engaging our services, you grant us a limited license to use your materials solely for the purpose of delivering the contracted services.

Deliverables

Upon full payment for services, you receive ownership of specific deliverables as outlined in your service agreement. We retain ownership of our methodologies, tools, and any pre-existing intellectual property used in creating those deliverables.

6. Payment Terms

Pricing and Currency

All prices are quoted in Canadian Dollars (CAD) unless otherwise specified. Service fees are outlined in individual proposals or service agreements.

Payment Schedule

Payment terms are specified in your service agreement and typically include:

Initial deposit required before work commences
Milestone payments for longer engagements
Final payment upon project completion

Payment is due within 30 days of invoice date unless otherwise agreed.

Late Payments

Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with overdue balances.

Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, GST, HST, and other taxes associated with our services, except for taxes based on our income.

7. Refund Policy

Due to the custom nature of our consulting services:

Initial deposits are non-refundable once work has commenced
Refunds for completed milestone work are not provided
If you terminate an engagement early, you remain responsible for payment of work completed to date
In cases of unsatisfactory service quality, we will work with you to address concerns before considering any refund

8. Service Delivery and Timelines

We provide estimated timelines for service delivery based on information available at project commencement. These timelines are estimates and not guarantees.

Actual timelines may be affected by:

Availability and quality of client-provided data
Responsiveness of client stakeholders
Scope changes requested during the engagement
Unforeseen technical challenges

We will communicate promptly about any timeline adjustments and work with you to minimize delays.

9. Disclaimers and Limitations of Liability

Service Provision "As Is"

Our services are provided on an "as is" and "as available" basis. While we strive for high-quality deliverables, we make no warranties, express or implied, regarding:

Specific business outcomes or results
Performance of machine learning models in all scenarios
Compatibility with all systems or platforms
Uninterrupted or error-free operation

Limitation of Liability

To the maximum extent permitted by law, Cognitive North shall not be liable for:

Indirect, incidental, special, or consequential damages
Loss of profits, revenue, data, or business opportunities
Damages arising from your use or inability to use our services
Damages resulting from third-party actions or services

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.

Client Responsibilities

You acknowledge that:

You are responsible for decisions made based on our recommendations
Implementation of AI systems carries inherent technical and business challenges
Machine learning models require ongoing monitoring and may need adjustment over time
You should conduct your own due diligence before making significant business decisions

10. Confidentiality

We treat client information with strict confidentiality. Information shared during our engagements will not be disclosed to third parties except:

With your explicit written consent
To service providers bound by confidentiality obligations
When required by law or legal process
To protect our legal rights or prevent harm

For engagements involving sensitive information, we will execute a separate Non-Disclosure Agreement upon request.

11. Termination

By Client

You may terminate an engagement by providing written notice. You remain responsible for payment of all work completed to the termination date, plus any non-cancellable commitments made on your behalf.

By Cognitive North

We reserve the right to terminate services if:

Payment obligations are not met
You violate these Terms and Conditions
Continuation would require us to violate laws or professional standards
The working relationship becomes untenable

Effect of Termination

Upon termination:

You receive deliverables for work paid in full
We retain all methodologies and intellectual property
Confidentiality obligations continue
Payment obligations for completed work remain

12. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including:

Natural disasters or severe weather
War, terrorism, or civil unrest
Government actions or regulations
Pandemics or public health emergencies
Strikes or labor disputes
Failures of telecommunications or internet infrastructure

The affected party will notify the other promptly and make reasonable efforts to minimize impact.

13. Dispute Resolution

Informal Resolution

If disputes arise, we encourage first attempting informal resolution through good-faith discussion. Contact us at [email protected] to initiate this process.

Mediation

If informal resolution is unsuccessful, both parties agree to attempt mediation before pursuing legal action. Mediation will be conducted in Montreal, Quebec by a mutually agreed mediator.

Jurisdiction and Governing Law

These Terms and Conditions are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any legal proceedings shall be brought exclusively in the courts of Montreal, Quebec.

14. General Provisions

Entire Agreement

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

Severability

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

No Waiver

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

Assignment

You may not assign or transfer your rights or obligations under these terms without our written consent. We may assign our rights and obligations to a successor entity in the event of a merger or acquisition.

Notices

All notices under these terms must be in writing and sent to the addresses provided in the Contact section below.