Terms of Engagement

Terms of Engagement — Cognition Strategy Group

Document Class: Binding Commercial Instrument
Revision Cycle: Bi-Annual Mandatory Review
Governing Authority: Cognition Strategy Group Legal Division

1.1 Mandate Commencement and Scope

These Terms of Engagement (hereinafter "Terms") constitute a legally binding agreement between Cognition Strategy Group (hereinafter "the Firm") and the Client Entity identified in the applicable Mandate Agreement (hereinafter "the Client"). These Terms govern all Fractional Chief AI Officer services, AI infrastructure deployments, architectural advisory engagements, and all associated deliverables produced by the Firm.

No Mandate Engagement commences until both parties have executed a written Mandate Agreement specifying scope, deliverables, timeline, and commercial terms. Verbal representations, email correspondence, or preliminary discussions do not constitute contractual obligation under these Terms.

1.2 Engagement Structure and Deliverable Obligations

The Firm operates under a phased Mandate structure: Audit, Architect, Deploy, and Optimise. Each phase concludes with a binding deliverable — defined in the Mandate Agreement — which must be formally accepted or rejected by the Client in writing within ten (10) business days of delivery. Absence of written rejection within this period constitutes deemed acceptance.

Deliverables remain the intellectual property of the Client upon full settlement of all outstanding Mandate fees, subject to the exclusions enumerated in Section 1.5.

1.3 Fee Structure and Payment Obligations

All Mandate fees are invoiced monthly in advance. Payment is due within fourteen (14) calendar days of invoice issuance. Overdue amounts accrue interest at 1.5% per month (18% per annum) compounded monthly from the due date. The Firm reserves the right to suspend active Mandate operations upon thirty (30) days of outstanding payment without liability for resulting project delays.

Fees are non-refundable except where the Firm has materially breached its deliverable obligations and such breach has not been remediated within thirty (30) days of written notice.

1.4 Confidentiality and Non-Disclosure

Both parties acknowledge that the Mandate Engagement involves the exchange of commercially sensitive, technically proprietary, and strategically material information. Each party agrees to hold the other's Confidential Information in strict confidence using no less than the same standard of care applied to its own confidential information, and in no event less than reasonable care.

Confidentiality obligations survive Mandate conclusion for a period of five (5) years. The existence of the Mandate Engagement is itself considered Confidential Information and may not be disclosed without prior written consent from both parties, except as required by law or regulatory authority.

1.5 Intellectual Property Reservations

Notwithstanding the IP transfer provisions of Section 1.2, the Firm retains exclusive ownership of:

• Pre-existing methodologies, frameworks, and evaluation instruments developed prior to the Mandate Engagement

• Generic architectural patterns and reusable system components not specific to the Client's proprietary data or business logic

• Internal tooling, observability configurations, and evaluation harnesses developed by the Firm's personnel

• Benchmark datasets and model evaluation corpora not derived from Client Data

The Client is granted a perpetual, non-exclusive, non-transferable licence to use Firm-retained IP to the extent embedded in delivered systems, subject to continued compliance with these Terms.

1.6 Limitation of Liability

The Firm's aggregate liability for any claim arising under or in connection with a Mandate Engagement shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim. The Firm shall not be liable for any indirect, consequential, incidental, or punitive damages, including loss of revenue, loss of data, or reputational harm, regardless of the theory of liability and even if the Firm has been advised of the possibility of such damages.

1.7 Termination

Either party may terminate a Mandate Engagement with thirty (30) days written notice. The Client remains obligated to pay all fees accrued through the termination date plus fees for any deliverables substantially completed at the time of notice. The Firm may terminate immediately and without notice upon Client insolvency, material breach unremediated after thirty (30) days notice, or conduct that exposes the Firm to regulatory or legal liability.