Terms & Conditions

Cognitex Consulting will provide Services as described in the applicable Engagement Letter or Statement of Work. Any services outside the agreed scope will be subject to a separate written agreement or variation, including any applicable additional Fees.

Cognitex Consulting will perform Services with reasonable skill, care and diligence, consistent with the standard reasonably expected of a professional consulting firm with expertise in legal technology. Cognitex Consulting does not provide legal advice and nothing in any Deliverable constitutes legal advice. Clients requiring legal advice should consult a qualified legal practitioner.

The Client agrees to:

• Provide Cognitex Consulting with timely access to information, personnel, systems and documentation reasonably required to perform the Services.
• Designate a suitably authorised contact person to liaise with Cognitex Consulting throughout the Engagement.
• Notify Cognitex Consulting promptly of any changes to the Client's requirements or circumstances that may affect the Engagement.
• Ensure that any information provided to Cognitex Consulting is accurate and complete to the best of the Client's knowledge.
• Comply with all applicable laws and regulations in connection with the Services.

Cognitex Consulting will rely on information provided by the Client without independent verification unless expressly agreed otherwise. Cognitex Consulting accepts no liability for errors or inaccuracies arising from incomplete or incorrect information provided by the Client.

Cognitex Consulting may engage subcontractors or specialist advisers to assist with the delivery of Services. Cognitex Consulting remains responsible for the performance of Services by any subcontractor engaged by it and will ensure that subcontractors are subject to confidentiality obligations no less stringent than those in clause 6.

The Client agrees to pay the Fees set out in the applicable Engagement Letter or Statement of Work. Unless otherwise stated, all Fees are expressed in Australian dollars and are exclusive of GST.

Where any supply made by Cognitex Consulting under these Terms is a taxable supply for the purposes of the GST Act, the Client must pay, in addition to the consideration for the supply, an amount equal to the GST payable on that supply. Cognitex Consulting will issue a valid tax invoice to the Client.

Cognitex Consulting will issue invoices in accordance with the payment schedule set out in the Engagement Letter or Statement of Work, or if none is specified, monthly in arrears. Payment is due within fourteen (14) days of the date of invoice unless otherwise agreed in writing.

If the Client fails to pay any amount by the due date, Cognitex Consulting may charge interest on the outstanding amount at the rate of 10% per annum, calculated daily from the due date until the date of payment. Cognitex Consulting may also suspend performance of Services until overdue amounts are paid in full.

Unless otherwise agreed in writing, the Client will reimburse Cognitex Consulting for reasonable out-of-pocket expenses incurred in the delivery of Services, including travel, accommodation, and disbursements. Expenses exceeding $500 will be pre-approved by the Client where practicable.

If the Client disputes any part of an invoice, it must notify Cognitex Consulting in writing within seven (7) days of receipt, specifying the amount disputed and the grounds for the dispute. The undisputed portion of the invoice remains payable by the due date. The parties will use reasonable endeavours to resolve any invoice dispute within fourteen (14) days.

Each party retains ownership of its Pre-existing IP. Nothing in these Terms transfers or assigns ownership of Pre-existing IP from one party to the other. Cognitex Consulting grants the Client a non-exclusive, non-transferable licence to use Cognitex Consulting's Pre-existing IP to the extent necessary to use the Deliverables for the purposes of the Engagement.

Subject to payment of all applicable Fees, Cognitex Consulting assigns to the Client ownership of Deliverables specifically created for the Client under an Engagement, excluding any Pre-existing IP incorporated in those Deliverables. To the extent that any Pre-existing IP is incorporated into a Deliverable, Cognitex Consulting grants the Client a perpetual, non-exclusive licence to use that Pre-existing IP as part of the Deliverable.

Cognitex Consulting retains ownership of all methodologies, frameworks, templates, tools, processes and general know-how developed or used in the course of delivering Services. The Client may not reproduce, commercialise or on-sell any such materials without the prior written consent of Cognitex Consulting.

To the extent permitted by the Copyright Act 1968 (Cth), Cognitex Consulting and its personnel consent to any act or omission that would otherwise constitute an infringement of their moral rights in connection with the Deliverables.

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except as permitted under these Terms. Each party will use the other party's Confidential Information only for the purposes of the Engagement.

The obligations in clause 5.1 do not apply to information that:

• is or becomes publicly known through no breach of these Terms by the receiving party;
• was already known to the receiving party at the time of disclosure, as evidenced by written records predating the disclosure;
• is independently developed by the receiving party without reference to the Confidential Information;
• is disclosed by the receiving party to its employees, subcontractors or advisers on a need-to-know basis, subject to obligations of confidentiality no less stringent than those in clause 5.1; or
• is required to be disclosed by law, court order or regulatory requirement, provided that the receiving party gives the disclosing party as much prior written notice as reasonably practicable.

The obligations in this clause 5 survive the expiry or termination of these Terms for a period of five (5) years.

Nothing in these Terms excludes, restricts or modifies any right or guarantee conferred on the Client under the ACL that cannot be excluded, restricted or modified by agreement. To the extent the ACL applies to any supply under these Terms, Cognitex Consulting's liability for a failure to comply with a consumer guarantee is limited, at Cognitex Consulting's election, to the re-supply of the Services or the payment of the cost of re-supplying the Services.

Subject to clause 6.1 and to the maximum extent permitted by law, Cognitex Consulting will not be liable to the Client for any indirect, consequential, incidental, special or punitive loss or damage, including loss of revenue, loss of profit, loss of data, loss of goodwill, business interruption, or loss of anticipated savings, however caused, even if Cognitex Consulting has been advised of the possibility of such loss or damage.

Subject to clause 6.1, Cognitex Consulting's total aggregate liability to the Client under or in connection with these Terms (whether in contract, tort including negligence, or otherwise) is limited to the total Fees paid by the Client to Cognitex Consulting in the three (3) months immediately preceding the event giving rise to the claim.

Cognitex Consulting may recommend or assist with the implementation of third-party software, platforms or technology solutions. Cognitex Consulting accepts no liability for the performance, availability, security or suitability of third-party tools or platforms, and the Client is responsible for independently assessing and accepting any terms and conditions of such third parties.

Each party represents and warrants that:

• it has full power and authority to enter into and perform its obligations under these Terms;
• these Terms constitute a legal, valid and binding obligation enforceable against it in accordance with its terms; and
• the execution and performance of these Terms does not violate any applicable law, regulation or agreement to which it is a party.

Cognitex Consulting warrants that:

• it will perform Services with reasonable care and skill consistent with professional standards applicable to the legal technology consulting industry;
• it holds all licences, registrations and approvals necessary to perform the Services; and
• to the best of its knowledge, the Deliverables will not infringe the Intellectual Property rights of any third party.

Cognitex Consulting does not practise law and the Services do not constitute legal advice. The Deliverables are provided for informational and operational purposes only. The Client should obtain independent legal advice before acting on any recommendation contained in a Deliverable that may have legal consequences.

Either party may terminate an Engagement by providing not less than fourteen (14) days prior written notice to the other party. Upon termination for convenience, the Client must pay Cognitex Consulting all Fees for Services performed up to the date of termination, together with any expenses incurred and non-cancellable commitments made prior to the notice of termination.

Either party may terminate an Engagement immediately by written notice if the other party:

• commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) days of receiving written notice requiring it to do so;
• becomes insolvent, is wound up, enters into voluntary administration, has a receiver or administrator appointed, or makes an assignment for the benefit of creditors; or
• engages in conduct that is fraudulent, dishonest or that otherwise brings the other party into disrepute.

On termination or expiry of an Engagement, each party will promptly return or destroy the other party's Confidential Information (other than information required to be retained by law), and each party's accrued rights and obligations will survive termination. Clauses 4, 5, 6, 8 and 11 survive expiry or termination of these Terms.

If a dispute arises between the parties in connection with these Terms or an Engagement, the parties must attempt to resolve the dispute through good faith negotiations. Either party may initiate this process by giving the other party written notice of the dispute, which must describe the nature of the dispute in reasonable detail.

If the parties are unable to resolve a dispute through negotiations within twenty-one (21) days of the dispute notice (or such longer period as agreed in writing), either party may refer the dispute to mediation administered by the Resolution Institute (or such other mediation provider as agreed by the parties) before commencing litigation. The costs of mediation will be shared equally between the parties unless otherwise agreed.

Nothing in this clause 10 prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where necessary to protect its rights.

These Terms, together with any applicable Engagement Letter or Statement of Work, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior representations, negotiations, understandings and agreements relating to that subject matter.

These Terms may only be varied by a written instrument signed by authorised representatives of both parties.

A failure or delay by a party to exercise any right under these Terms does not operate as a waiver of that right. A waiver of any right must be in writing and is only effective for the specific instance and purpose for which it is given.

If any provision of these Terms is found to be invalid, void or unenforceable, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect.

The Client may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of Cognitex Consulting. Cognitex Consulting may assign these Terms to a related entity or successor in connection with a corporate restructure or sale of business, provided it gives the Client reasonable prior written notice.

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that the delay or failure is caused by circumstances beyond its reasonable control, including acts of God, pandemic, war, terrorism, industrial action, governmental action or failure of third-party infrastructure. The affected party must notify the other party promptly and use reasonable endeavours to mitigate the effect of the force majeure event.

Cognitex Consulting is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

Notices under these Terms must be in writing and sent by email to the address specified in the Engagement Letter or Statement of Work. A notice sent by email is deemed received at the time the email is sent, unless the sender receives an automated notification that the email was not delivered.