Terms and Conditions
These Terms and Conditions ("Conditions") apply to services by COGNALY LTD ("Supplier") to the client named in a statement of work, proposal or order ("Client"). Address: 12 Chequers Orchard, IVER, SL0 9NH United Kingdom. Contact: contact@cognaly.mobi, +44 7701 334455. Site: cognaly.mobi. Governed by the laws of England and Wales. Framework covers digital commerce solutions, retail software solutions, e-commerce and online store development, inventory and order management systems, CRM integrations, payment gateway integration support, web applications, mobile commerce, marketplace platforms, custom programming, computer systems design and related services, computer related services and IT consulting. SOWs incorporate these Conditions unless expressly varied in signed writing.
1. Definitions and interpretation
Clause 1 (Definitions and interpretation). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Definitions and interpretation, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
2. Formation of contract
Clause 2 (Formation of contract). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Formation of contract, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
3. Scope of services
Clause 3 (Scope of services). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Scope of services, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
4. Client responsibilities
Clause 4 (Client responsibilities). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Client responsibilities, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
5. Supplier responsibilities
Clause 5 (Supplier responsibilities). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Supplier responsibilities, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
6. Change control
Clause 6 (Change control). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Change control, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
7. Fees and invoicing
Clause 7 (Fees and invoicing). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Fees and invoicing, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
8. Expenses and third-party costs
Clause 8 (Expenses and third-party costs). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Expenses and third-party costs, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
9. Taxes
Clause 9 (Taxes). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Taxes, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
10. Payment terms
Clause 10 (Payment terms). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Payment terms, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
11. Service levels
Clause 11 (Service levels). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Service levels, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
12. Acceptance testing
Clause 12 (Acceptance testing). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Acceptance testing, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
13. Warranties
Clause 13 (Warranties). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Warranties, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
14. Intellectual property
Clause 14 (Intellectual property). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Intellectual property, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
15. Client materials licence
Clause 15 (Client materials licence). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Client materials licence, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
16. Supplier tools licence
Clause 16 (Supplier tools licence). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Supplier tools licence, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
17. Open source
Clause 17 (Open source). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Open source, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
18. Confidentiality
Clause 18 (Confidentiality). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Confidentiality, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
19. Data protection
Clause 19 (Data protection). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Data protection, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
20. Security
Clause 20 (Security). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Security, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
21. Non-solicitation
Clause 21 (Non-solicitation). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Non-solicitation, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
22. Non-exclusivity
Clause 22 (Non-exclusivity). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Non-exclusivity, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
23. Subcontracting
Clause 23 (Subcontracting). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Subcontracting, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
24. Independence
Clause 24 (Independence). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Independence, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
25. Publicity
Clause 25 (Publicity). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Publicity, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
26. Insurance
Clause 26 (Insurance). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Insurance, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
27. Indemnities
Clause 27 (Indemnities). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Indemnities, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
28. Limitation of liability
Clause 28 (Limitation of liability). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Limitation of liability, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
29. Force majeure
Clause 29 (Force majeure). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Force majeure, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
30. Suspension
Clause 30 (Suspension). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Suspension, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
31. Term
Clause 31 (Term). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Term, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
32. Termination for convenience
Clause 32 (Termination for convenience). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Termination for convenience, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
33. Termination for cause
Clause 33 (Termination for cause). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Termination for cause, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
34. Consequences of termination
Clause 34 (Consequences of termination). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Consequences of termination, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
35. Transition assistance
Clause 35 (Transition assistance). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Transition assistance, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
36. Dispute escalation
Clause 36 (Dispute escalation). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Dispute escalation, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
37. Mediation
Clause 37 (Mediation). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Mediation, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
38. Governing law
Clause 38 (Governing law). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Governing law, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
39. Notices
Clause 39 (Notices). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Notices, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
40. Assignment
Clause 40 (Assignment). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Assignment, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
41. Entire agreement
Clause 41 (Entire agreement). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Entire agreement, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
42. Amendments
Clause 42 (Amendments). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Amendments, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
43. Severability
Clause 43 (Severability). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Severability, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
44. Waiver
Clause 44 (Waiver). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Waiver, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
45. Third-party rights
Clause 45 (Third-party rights). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Third-party rights, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
46. Compliance
Clause 46 (Compliance). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Compliance, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
47. Records and audit
Clause 47 (Records and audit). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Records and audit, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
48. Environments and credentials
Clause 48 (Environments and credentials). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Environments and credentials, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
49. Third-party platforms
Clause 49 (Third-party platforms). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Third-party platforms, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
50. Retail peak trading
Clause 50 (Retail peak trading). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Retail peak trading, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
51. Support and training
Clause 51 (Support and training). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Support and training, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
52. Delay and extensions
Clause 52 (Delay and extensions). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Delay and extensions, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
53. Billing models
Clause 53 (Billing models). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Billing models, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.
54. Survival
Clause 54 (Survival). The parties interpret this clause in good faith to deliver reliable digital commerce and systems connections for United Kingdom retail and technology projects. Services include discovery, design, build, configuration, integration, testing, deployment and advisory work described in the SOW. Writing includes email to notified addresses, including contact@cognaly.mobi for Supplier. Website marketing yields to the SOW; the SOW varies these Conditions only where it expressly identifies the varied clause.
Regarding Survival, each party acts reasonably, supplies accurate information, and avoids silent handoffs or conflicting instructions without a named decision owner. Client and Supplier each appoint a primary contact changeable on notice. Notices may be posted to 12 Chequers Orchard, IVER, SL0 9NH United Kingdom or emailed; email is effective the next UK business day without bounce-back.
Schedules on fees, milestones, acceptance, data processing, subprocessors, SLAs and exit assistance form part of the contract when referenced. Client remains customer of third-party platforms unless SOW states otherwise. Supplier is not liable for third-party outages or API policy changes beyond reasonable control if prompt notice is given. Inventory, order, CRM and mobile outcomes depend partly on Client operational inputs and device ecosystems outside Supplier control.
Remedies are cumulative unless exclusive. Disputes should escalate before formal claims. Unenforceable wording is modified minimally; remainder continues. Pre-signature questions: contact@cognaly.mobi.