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1. Acceptance
By accessing or using Coznix's website, resources, or services, you agree to these Terms and all applicable laws. If you do not agree, please discontinue use. If you agree on behalf of an entity, you confirm you have authority to bind it.
2. Website Content
The website provides general information, not legal, financial, tax, or professional advice for a specific situation, and using it creates no client relationship. Case studies and examples describe past work under particular conditions and are not a promise of comparable results. Formal obligations are defined by the contract for a specific engagement, not by website content.
3. Services
We provide AI consulting and engineering: discovery and AI audits, LLM applications, RAG and semantic search, workflow automation, platform and API development, cloud and infrastructure, and training. All scopes, deliverables, and timelines are defined in an individual Statement of Work (SOW) approved by both parties. Where an SOW conflicts with these Terms, the SOW governs for that engagement.
Delivery depends on your cooperation: you agree to provide the access, environments, data, and subject-matter input the work requires, and a contact empowered to approve deliverables. Delays from outstanding client inputs may shift timelines and, in a time-boxed engagement, reduce what fits inside it. Work outside an agreed scope requires a written change order.
4. Payment & Billing
Unless the SOW says otherwise: invoices are due within 14 days; late payments may incur a 2% monthly finance charge, or the maximum permitted by law if lower; we may pause work and suspend access to deliverables and environments after notice if payment is not received. Fees exclude taxes and third-party costs; you are responsible for applicable taxes and for third-party software, model usage, hosting, and API costs incurred on your behalf. Deposits and fees for work performed are non-refundable.
5. Third-Party Services
Our deliverables commonly depend on third-party platforms, APIs, cloud infrastructure, and AI model providers, governed by their own terms and pricing and outside our control. You maintain your own accounts and licences where the engagement requires them. Remediation work caused by a provider's change in pricing, deprecation, rate limits, or model behaviour is chargeable unless the SOW says otherwise.
6. Nature of AI Systems
AI systems are probabilistic. Output can be incomplete, inaccurate, or unexpected, and behaviour can change when an underlying model is updated. Accordingly:
- we do not warrant that any AI system will produce specific, error-free, or uninterrupted output;
- systems we build are tools supporting human work, and where output affects a decision of consequence you are responsible for keeping appropriate human review in place;
- you are responsible for the lawfulness of data you provide or route through a system we build, including holding the necessary rights and consents, and for your own regulatory compliance.
Accuracy thresholds and acceptance tests bind us only if written into the SOW.
7. Intellectual Property
Coznix retains ownership of its methodologies, frameworks, tooling, libraries, know-how, and pre-existing IP, including general improvements to them. Clients own final deliverables and bespoke assets created specifically for them once payment is received in full.
Where our pre-existing IP is embedded in a deliverable, upon full payment you receive a perpetual, worldwide, non-exclusive, non-transferable licence to use it as part of that deliverable for internal business purposes. You may not resell, sublicense, or redistribute it standalone. Before full payment, use is under a temporary licence we may suspend or revoke for non-payment.
All original content, design, code, and branding on this website is owned by Coznix unless noted; external material remains owned by its creators. You may not copy or republish it beyond normal internal reference without written permission. If you send us feedback about our services, we may use it without obligation.
8. Acceptable Use
You agree not to use the website or services unlawfully; attempt unauthorised access to our systems or our providers'; probe or test the vulnerability of any system without written permission; disrupt the website's operation; scrape or bulk-collect content by automated means without permission; misrepresent your identity or affiliation; or use our services to build anything designed to deceive, defraud, harass, or unlawfully surveil people. We may suspend access for breach.
9. Confidentiality
Both parties agree to protect confidential information shared during an engagement, including business processes, technical documentation, source code, financial and personnel data, and other non-public material. Each party will use it only for the engagement, protect it with at least reasonable care, and limit access to those who need it under equivalent obligations. These obligations survive termination and do not apply to information that is public through no fault of the receiving party, independently developed, or legally required to be disclosed, with notice where permitted.
Personal data we process on your behalf is governed by the engagement contract and any data processing agreement, and by our Privacy Policy for data we hold as controller.
10. Publicity
Neither party will use the other's name or logo publicly without written consent, except that we may name you and describe the engagement at a high level in our client list and case studies where you have consented in the SOW or in writing.
11. Warranties & Disclaimers
We will perform services with reasonable skill and care, in a professional manner, consistent with the SOW.
Beyond that, the website and services are provided "as is" and "as available." To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that a deliverable will be uninterrupted, error-free, or produce specific business outcomes. We do not guarantee particular results, such as revenue, savings, hours reduced, or model accuracy, unless explicitly stated in an SOW.
12. Limitation of Liability
To the fullest extent permitted by law, Coznix is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, business interruption, or goodwill, even if advised of the possibility.
Our total aggregate liability relating to an engagement will not exceed the fees you actually paid Coznix for that engagement in the twelve (12) months before the event giving rise to the claim. For website use absent a paid engagement, our aggregate liability is limited to USD 100. Nothing here excludes liability that cannot lawfully be excluded, including for fraud, wilful misconduct, or death or personal injury caused by negligence.
13. Indemnification
You agree to indemnify and hold harmless Coznix and its personnel from third-party claims, damages, and reasonable costs arising from your breach of these Terms; your unlawful use of the website or a deliverable; content or data you provide us, including any claim it infringes a third party's rights or was processed without a lawful basis; or your use of a deliverable outside the agreed scope.
14. Termination
Either party may terminate an engagement per the SOW, or on 14 days' written notice where the SOW is silent, or immediately for material breach uncured 14 days after written notice. On termination you pay for all work performed and costs committed to that date; we deliver work product completed and paid for and, where practicable, hand over relevant materials and access. Sections on payment, IP, confidentiality, disclaimers, liability, indemnification, and governing law survive. We may suspend access to the website at any time.
15. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, labour disputes, government action, internet or utility failures, and the failure or discontinuation of a critical third-party service or model provider. Payment for work already performed is not excused.
16. Independent Contractor
We act as an independent contractor; nothing here creates a partnership, joint venture, employment, or agency relationship. Terms for engineer placement or embedded staffing, including any non-solicitation and conversion terms, are set out in the applicable SOW.
17. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, together with applicable US federal law.
The parties will first attempt to resolve any dispute in good faith for 30 days. Any dispute not resolved that way will be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules (or Streamlined Rules if the amount qualifies), before a single arbitrator, in English, seated in Wilmington, Delaware, with the award enforceable in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class, collective, or representative action; if that class waiver is held unenforceable as to a claim, that claim alone is severed and heard in court. Either party may seek injunctive relief in court to protect intellectual property or confidential information. Mandatory local consumer or data protection rights that cannot be waived are not overridden.
18. General
These Terms, any applicable SOW, and our Privacy Policy form the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in a merger, acquisition, or sale of assets. We may update these Terms by posting a revised version with a new date; continued use constitutes acceptance, and changes do not retroactively alter a signed SOW. Notices to us: info@coznix.com.
19. Contact
Email: info@coznix.com; Web: https://coznix.com/contact