Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of the website and services offered by CogMotion Consultancy B.V. ("we," "our," or "us"), a company registered in The Netherlands with company registration number KVK 96748958 and registered address at Korfoedreef 155, 3562 SJ Utrecht, The Netherlands.

By accessing our website or using our services, you agree to these Terms. If you do not agree to these Terms, please do not use our services.

2. Definitions

In these Terms:

• "Services" means all services provided by CogMotion Solutions B.V., including but not limited to ISO 27001, SOC2, ISO 14001, and ISO 9001 certification support.
• "Client" or "you" means the individual or legal entity that has agreed to these Terms and is using our Services.
• "Agreement" means the contract between us and you for the provision of Services, which incorporates these Terms.

3. Services

We provide consulting and support services related to the implementation of management systems and control frameworks for certification purposes, including but not limited to ISO 27001, SOC2, ISO 14001, and ISO 9001.

The specific scope of Services to be provided will be agreed upon in a separate service agreement or statement of work between us and you.

4. Your Obligations

You agree to:

• Provide us with accurate and complete information necessary for the provision of our Services.
• Cooperate with us in all matters relating to the Services.
• Provide us with such access to your premises, systems, and personnel as may be reasonably required for the performance of the Services.
• Obtain and maintain all necessary licenses, permissions, and consents which may be required before the start of the Services.
• Make timely payment of all fees due for the Services.

5. Fees and Payment

Our fees for the Services will be as set out in the service agreement or statement of work agreed between us.

Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date.
• All fees are exclusive of VAT or other applicable sales taxes, which will be added to invoices where appropriate.
• We reserve the right to charge interest on late payments at the statutory rate under Dutch law.

6. Intellectual Property Rights

All intellectual property rights in or arising out of or in connection with the Services (excluding any client materials) will be owned by us.

We grant you a non-exclusive, non-transferable license to use our materials provided to you as part of the Services for the purpose of receiving and using the Services during the term of the Agreement.

You grant us a non-exclusive, non-transferable license to use your materials provided to us for the purpose of providing the Services.

7. Confidentiality

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this clause.

Each party may disclose the other party's confidential information:

• To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause.
• As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

This obligation of confidentiality shall survive termination of the Agreement for a period of 5 years.

8. Limitation of Liability

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be limited or excluded by applicable law.

Subject to the above, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, business interruption, loss of business opportunity, or any indirect or consequential loss arising out of or in connection with the Agreement.

Our total liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by you for the Services under the Agreement in the 12-month period preceding the event giving rise to the claim.

9. Termination

Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party 30 days' written notice.

Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

• The other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
• The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets, or ceasing to carry on business.

10. Force Majeure

We shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of our obligations under the Agreement if such delay or failure results from events, circumstances, or causes beyond our reasonable control.

11. General

Entire Agreement: These Terms, together with any service agreement or statement of work, constitute the entire agreement between the parties and supersede all previous agreements, understandings, and arrangements between them.

Variation: No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance: If any provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

No Partnership: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

12. Governing Law and Jurisdiction

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of The Netherlands.

Each party irrevocably agrees that the courts of The Netherlands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

13. Contact Us

If you have any questions about these Terms, please contact us at:

CogMotion Solutions B.V.
Certification Street 123
1234 AB Amsterdam
The Netherlands
Email: legal@cogmotion-solutions.com