Terms & Conditions

1. Parties

These Terms & Conditions (“Agreement”) govern the relationship between:

Cogent2 Limited, a company registered in England & Wales (company number 15512532), registered office: Appleton House, 25 Rectory Road, West Bridgford, Nottingham, NG2 6BE (“Cogent2”), and
The Client, being any individual or organisation engaging Cogent2’s services.

By engaging Cogent2, the Client accepts these Terms.

2. Nature of Agreement

This Agreement is a contract for services, not employment or labour provision.
Cogent2 may provide services under individual Statements of Work (SoW) agreed with the Client.
A signed SoW forms a binding contract between Cogent2 and the Client.
Any purchase orders or similar documents issued by the Client are for administration only and have no legal effect.
Both parties remain free to work with other service providers or clients, provided no conflict of interest arises.

3. Services & Client Responsibilities

Cogent2 will deliver services with reasonable care, skill and diligence.
Cogent2 operates independently and is not under the Client’s supervision or control in how services are delivered.
Cogent2 is responsible for maintaining appropriate insurance cover and for the performance of its personnel and subcontractors.
The Client must provide necessary access credentials, data, specifications, approvals and cooperation in a timely manner.
The Client acknowledges that delays in providing access credentials, data, approvals or responses to change requests will impact project timelines. In such cases, Cogent2 is not liable for missed milestones or deadlines, and any resulting additional costs may be chargeable.
Changes to the specification or scope of any project must be agreed in writing. Cogent2 will assess the impact of any proposed change on project scope, timeline and fees, and no change will be binding until both parties agree in writing.
Change requests made by the Client may extend delivery dates and increase costs. Cogent2 will not be liable for any delay caused by such requests.

4. Failure to Respond & Rescheduling

The Client acknowledges that failure to provide timely responses, feedback, approvals or required inputs may delay project timeframes.
If the Client becomes unresponsive for a period that prevents progress, Cogent2’s delivery obligations will be considered suspended until the Client resumes engagement.
When the Client re-engages, work will need to be re-scheduled within Cogent2’s current delivery commitments. Cogent2 cannot guarantee immediate availability, and new delivery dates will be agreed in writing.
Any additional costs arising from re-scheduling, resource changes or extended project duration may be chargeable.

5. Fees, Invoicing & Payment

Fees, payment terms and any expenses will be set out in each SoW.
Payments are due as per the SoW, usually via BACS/electronic transfer.
Where a project requires an upfront deposit or advance payment, this deposit is non-refundable, even if the Client later cancels the project. Deposits represent a commitment of Cogent2’s resources and will be credited against the final project invoice.
All fees are exclusive of VAT or other applicable taxes.
Interest may be charged on overdue invoices at 2% above base rate.
Overpayments are repayable to the Client and may be set off against future sums owed.

6. Confidentiality

Both parties must treat all non-public information as confidential and not use it beyond the scope of the Agreement.
Obligations continue after termination, except where information is public, independently developed, or required by law.

7. Intellectual Property

Deliverables produced by Cogent2 under an SoW will belong to the Client once paid for in full.
Cogent2 retains rights in any pre-existing works but grants the Client a licence to use them as part of the Deliverable.
Cogent2 will indemnify the Client against third-party IP infringement claims arising from Deliverables.

8. User Acceptance Testing (UAT) & Client Verification

Cogent2 will make a UAT environment (or equivalent testing process) available where the Client can review Deliverables prior to go-live.
The Client is solely responsible for carrying out sufficient testing and verification of all outputs, including but not limited to order data, numbers, pricing, discounts, shipping charges, tax and duty calculations.
By signing off UAT, or by instructing Cogent2 to proceed to go-live, the Client confirms that it has reviewed and accepted the accuracy and suitability of the Deliverables for its business purposes.
Cogent2 shall not be liable for errors in pricing, shipping, tax or other calculations that were, or could reasonably have been, identified during UAT.

9. Support Retainers

Where Services are provided on a recurring monthly basis under a support agreement or retainer, the terms of such agreement will be deemed a Statement of Work under this Agreement.
Unless otherwise agreed, retainers are billed monthly in advance and are non-refundable.
Either party may terminate a support agreement by giving 30 days’ written notice, unless a different notice period is set out in the applicable SoW.
Work carried out under retainers is subject to the same responsibilities, limitations of liability, and obligations set out in this Agreement.

10. Liability

Nothing in this Agreement excludes or limits liability:
for fraud or fraudulent misrepresentation,
for death or personal injury caused by negligence,
for breach of confidentiality,
for intellectual property infringement,
for bribery or corruption, or
where it would otherwise be unlawful to exclude or limit liability.
Subject to the above, Cogent2 shall have no liability:
for any indirect, special or consequential loss or damage,
for any loss of profits, revenue, business, goodwill, data, anticipated savings, or reputation,
for any delays, costs or losses caused by the Client’s failure to provide timely access, data, approvals or responses,
for any act, omission, security failure or downtime of third-party software, systems, iPaaS platforms or service providers used in connection with the Services, or
for any shipping, pricing, tax or duty errors not caused solely by Cogent2’s negligence, including those arising from third-party systems, carrier/tax rule changes, or the Client’s failure to test and verify outputs during UAT.
Where Services involve the use of, or integration with, third-party software, systems or platforms (including but not limited to ERP, WMS, eCommerce, CRM, iPaaS or other cloud-based services), Cogent2 gives no warranty and accepts no responsibility for the security, availability, performance, data protection, compliance or functionality of those third-party systems. The Client remains solely responsible for ensuring such systems meet its security, compliance and operational requirements.
The Client remains solely responsible for compliance with its own tax, VAT, duties, and National Insurance obligations. Cogent2 shall have no liability for the Client’s compliance or failure to comply with such obligations.
The total aggregate liability of Cogent2 to the Client for all claims arising out of or in connection with this Agreement (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall not exceed the total fees paid by the Client to Cogent2 in the twelve (12) months immediately preceding the date of the claim.

11. Termination

Either party may terminate this Agreement when no SoW is active, by written notice.
Either party may terminate immediately if the other materially breaches the Agreement or becomes insolvent.
Provisions relating to confidentiality, IP, liability and data protection survive termination.

12. Force Majeure

If either party is prevented from performing obligations due to events beyond reasonable control (e.g., natural disasters, strikes, system failures), obligations will be suspended. If such suspension lasts more than 30 days, either party may terminate.

13. Data Protection

Both parties must comply with the Data Protection Act 2018 and all applicable data protection legislation.
Where Cogent2 processes personal data for the Client, it will act only on the Client’s instructions and maintain appropriate safeguards.

14. Staff & Non-Solicitation

No employment relationship is created between the Client and Cogent2’s personnel.
Neither party will solicit, engage, or employ the other’s staff or contractors involved in a project for 12 months after the latest of:
Termination of the applicable Statement of Work,
Termination of any support agreement, or
The date of the last invoice payment relating to the engagement.

15. Marketing

Unless otherwise agreed, the Client agrees that Cogent2 may reference the Client’s name and project in case studies, announcements, and marketing materials.

16. Notices & Signatures

All notices under this Agreement must be in writing and sent by email to the primary business email addresses last notified by each party.
A notice will be deemed received at the time of sending, provided no bounce-back or error message is received.
Each party is responsible for keeping its contact details up to date and notifying the other of any changes.
Electronic signatures are valid. Amendments to these Terms must be in writing and signed by both parties.

17. Governing Law

These Terms are governed by the laws of England & Wales, and disputes will be subject to the exclusive jurisdiction of the courts of England & Wales.