Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "Service" or "Services" refers to AI consultation, custom development, and integration services provided by Cognivex
• "Client" or "You" refers to the individual or organization engaging our services
• "We," "Us," or "Our" refers to Cognivex
• "Agreement" refers to these Terms and Conditions together with any service-specific contracts
• "Deliverables" refers to the outputs, documentation, and systems produced through our services
• "Intellectual Property" includes but is not limited to software, models, algorithms, documentation, and related materials

2. Acceptance of Terms

By engaging our services, submitting inquiries through our website, or entering into a service agreement with Cognivex, 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, please do not use our services.

You represent that you have the legal authority to enter into this agreement on behalf of yourself or your organization. If entering into this agreement on behalf of an organization, you warrant that you have the necessary authority to bind that organization to these terms.

3. Service Description

Cognivex provides the following AI integration services:

3.1 AI Consultation and Strategy

Assessment of AI readiness, workflow analysis, opportunity identification, and strategic roadmap development. Consultations provide recommendations but do not include implementation services unless separately contracted.

3.2 Custom AI Solution Development

Collaborative development of machine learning models, natural language processing tools, computer vision applications, or other AI systems tailored to client requirements. Services include iterative development, testing, documentation, and knowledge transfer.

3.3 AI Integration and Deployment

Implementation of AI capabilities into existing technology ecosystems, including system integration, deployment support, training, and transition assistance.

Service availability, scope, and deliverables are subject to mutual agreement and may vary based on client requirements. Specific project details will be outlined in individual service agreements.

4. Service Engagement

Engagement of our services follows this general process:

1. Initial inquiry and preliminary discussion of requirements
2. Assessment of project scope and feasibility
3. Proposal outlining services, timeline, and costs
4. Execution of service agreement upon mutual acceptance
5. Project kickoff and commencement of services

Services begin only after a signed agreement and receipt of any required deposits or initial payments. We reserve the right to decline service engagements that fall outside our expertise or capacity.

5. Client Responsibilities

Clients engaging our services agree to:

• Provide accurate information about requirements, systems, and objectives
• Grant necessary access to systems, data, and personnel as required for service delivery
• Respond to requests for feedback and clarification in a timely manner
• Participate in scheduled meetings and review sessions
• Ensure necessary approvals and decision-making authority are available
• Comply with applicable laws regarding data usage and system operation
• Maintain appropriate backups of critical systems and data

Failure to fulfill these responsibilities may impact project timelines, outcomes, or our ability to deliver services as specified.

6. Payment Terms

6.1 Fees and Pricing

Service fees are outlined in individual proposals and agreements. Published pricing on our website represents starting costs and may vary based on project complexity, scope, and specific requirements. All prices are quoted in Malaysian Ringgit (RM) unless otherwise specified.

6.2 Payment Schedule

Payment terms are established in service agreements and may include:

• Initial deposit upon agreement execution
• Milestone-based payments tied to project phases
• Final payment upon project completion

6.3 Late Payments

Payments are due within the timeframe specified in the invoice. Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by Malaysian law, whichever is lower. Continued service delivery may be suspended for accounts with overdue payments.

6.4 Scope Changes

Changes to project scope after agreement execution may result in additional fees. We will provide written notification of any cost implications before proceeding with scope changes.

7. Intellectual Property Rights

7.1 Client Data and Materials

You retain all rights to data, content, and materials you provide to us. By providing such materials, you grant us a limited license to use them solely for delivering the contracted services.

7.2 Deliverables

Upon full payment, ownership of custom-developed deliverables (including models, code, and documentation created specifically for your project) transfers to you, subject to the following:

• Pre-existing tools, frameworks, and methodologies remain our property
• Third-party components retain their original licensing terms
• We retain the right to use generalized knowledge and experience gained

7.3 Cognivex Property

Our methodologies, processes, templates, and proprietary tools remain our intellectual property and may not be used outside the scope of our engagement without written permission.

8. Confidentiality

Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement. This includes:

• Business strategies, financial information, and trade secrets
• Technical specifications, system designs, and implementation details
• Client data and project-specific information

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law. Confidentiality survives termination of the service agreement for a period of three years unless otherwise specified.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed with reasonable skill and care in accordance with industry standards. We will make reasonable efforts to correct any deficiencies in deliverables reported within 30 days of delivery.

9.2 Disclaimers

Except as expressly stated in service agreements:

• Services are provided "as is" without warranties of any kind
• We do not warrant specific business outcomes or results
• AI systems may have inherent limitations in accuracy or applicability
• We disclaim warranties of merchantability or fitness for particular purpose

9.3 Professional Advice

Our services provide technical expertise in AI implementation but do not constitute legal, financial, or medical advice. Clients should consult appropriate professionals for such matters.

10. Limitation of Liability

To the maximum extent permitted by Malaysian law:

• Our total liability for any claim arising from services shall not exceed the fees paid for the specific service giving rise to the claim
• We are not liable for indirect, incidental, consequential, or special damages
• We are not liable for losses resulting from client's use or inability to use deliverables
• We are not liable for damages caused by factors beyond our reasonable control

This limitation applies regardless of the form of action, whether in contract, tort, negligence, or otherwise. Some jurisdictions may not allow certain limitations, in which case our liability will be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify and hold Cognivex harmless from claims, damages, losses, and expenses arising from:

• Your use of deliverables in a manner not authorized by the agreement
• Your violation of applicable laws or regulations
• Unauthorized modifications to delivered systems
• Claims that your data or materials infringe third-party rights

12. Termination

12.1 Termination by Client

You may terminate services with written notice. Termination does not relieve you of payment obligations for work completed prior to termination date.

12.2 Termination by Cognivex

We may terminate services if:

• Payment obligations are not met within 30 days of due date
• Client breaches material terms of the agreement
• Circumstances make continued service delivery impractical or impossible

12.3 Effect of Termination

Upon termination, we will deliver completed work to date, and you will pay for services rendered. Confidentiality and intellectual property provisions survive termination.

13. Dispute Resolution

In the event of disputes arising from these terms or our services:

1. Parties will first attempt to resolve disputes through good-faith negotiation
2. If negotiation fails, parties may pursue mediation through a mutually agreed mediator
3. Any unresolved disputes will be subject to the exclusive jurisdiction of Malaysian courts

These terms are governed by the laws of Malaysia, without regard to conflict of law principles.

14. General Provisions

14.1 Entire Agreement

These Terms and Conditions, together with specific service agreements, constitute the entire agreement between parties and supersede all prior communications and understandings.

14.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or our right to enforce it in the future.

14.4 Assignment

You may not assign or transfer these terms without our written consent. We may assign our rights and obligations with notice to you.

14.5 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, or other force majeure events.

15. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be posted on this page with an updated "Last Updated" date. Material changes will be communicated to active clients via email. Your continued engagement of services after changes constitute acceptance of modified terms. For ongoing projects, terms in effect at project commencement generally apply unless otherwise agreed.

16. Contact Information

For questions regarding these Terms and Conditions, please contact: