DEFINITIONS AND INTERPRETATIONS
LICENSE AND SERVICES AGREEMENT
FOR THE PROVISION OF COGNITIV+ SERVICES
In this Agreement, the following definition shall apply:
“Additional Terms” means the additional terms that apply to a particular type of Service and which may include Service-Specific Terms, details of the Support Services and applicable Service Level Agreement, and an End User Licence Agreement (if applicable);
“Agreement” means the terms and conditions set out herein, the General Terms, the Service Order, the Additional Terms and other Schedules (and any referenced attachments to the foregoing list), together with any additional contractual documents and amendments you and we (collectively) may execute from time to time;
“AI Platform” means a machine-learning and rule-based platform developed by Cognitiv+ that can be used to process PDF, document files, text files and image files to identify relationships among topics, events, parties and obligations.
“Annotator” means the a module within the Cognitiv+ platform which allows the end-user to annotate and validate uploaded data which forms the basis of a dataset for the training of a machine learning and natural language processing model, by which a particular insight or obligation may, using that model subsequent to training, be identified and extracted. Training involves providing a sufficient corpus of documents of sufficient quality, that are representative of documents that will be encountered by the model once trained, such that the insight or obligations identifying characteristics and parameters may be derived. The module, by virtue of the provision of the project list, project view, and sample view components provides the end user with the functional and UI components necessary to annotate documents to develop the models for the insight or obligation identification required.
“Authorised User” means those employees, agents and independent contractors You authorise to use the Services and the Documentation, as further described in Clause 2.2.4 of the General Terms;
“Business Day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in the United Kingdom;
“Cognitiv+ API Service” means the Cognitiv+ Analytics Engine which provides access, subsequent to authentication through a login endpoint, to certain underlying functionality of the Software. The functionality of the Cognitiv+ API Service is set out in an API user guide which we will provide to you, and which may be updated and varied from time-to-time.
“Confidential Information” means:
- any information that is marked, or at the time of disclosure is otherwise designated, as being confidential;
- any information that would be regarded as confidential by a reasonable person on or relating to:
- the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; or
- the operations, processes, products, techniques and specifications, test procedures and results, inventions, know-how, trade secrets, designs or software;
- details of the Services, and the results of any performance tests of the Services;
- the Customer Data;
- the existence and terms of this Agreement; and
- any information or analysis derived from any of the Confidential Information;
“Contract Library” means a module within the Cognitiv+ platform which allows for the aggregation of documents under a contract, within which there is some degree of nesting h intrinsic to the document type, such as in the case of an agreement with schedules, annexes, variation etc. It provides the end user with options for filtering depending on end-user specified categorisation, and has a dashboard and document view.
“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” shall have the meanings given in the Data Protection Legislation;
“Customer Data” means the data inputted by you, the Authorised Users, or by us on your behalf for the purpose of using the Services or facilitating Your use of the Services;
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications), together with the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;
“Documentation” means the documents we make available to you from time to time regarding the Services, Your use of the Services and our relationship under this agreement;
“Document Library” means the module within the Cognitiv+ platform, that allows the end user to upload documents, and organise, manage and review documents in a single collection of documents when the documents themselves are unstructured and there is no need for logical separation of files. The module has a dashboard, library, under review and configuration tab, within which it is possible to filter documents by filename, status, type, quality and uploaded date and access to which can be controlled by user access rights;
“Document View” means the document viewer component of the Cognitiv+ platform that provides for the display of processed uploaded documents, within the context of a UI that allows the end user to see insight data points, a navigable index to the document (derived from analysis of the document), definitions, as well as an overview of insights and extracted obligations within the document being viewed. Connected with the Document View is several UI components that allow for the reviewing, editing and removal of insights, definitions and obligations, amongst others, as well as the ability to finalise the document.
“Effective Date” means the date specified in the Service Order;
“End User Licence Agreement” or “EULA” means the end user licence agreement relating to the use of the AI Platform and Services in the form we make available to you from time to time;
“Entitlements” means the licence metrics and other scope limitations applicable to your licence rights to use the Services, as may be set out in the Service Order;
“Force Majeure Event” has the meaning given in Clause 156;
“General Terms” means the general terms and conditions as provided here;
“Heightened Cybersecurity Requirements” means any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either You or an Authorised User (but not Us relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;
“Initial Subscription Term” means the initial term of the agreement as specified in the Service Order;
“Insight" means an information data-point or information feature that is located, extracted or derived from the analysis of a dataset or document supplied to our machine learning and natural language processing model, which on the basis of a sample of data previously encountered, is considered to a certain confidence interval to be relevant or of interest, based on the fact that it is qualitatively comparable to the prior sample.
“Normal Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day;
“Privacy and Security Policy” means our policies relating to the way that we gather, use, disclose, and manage a client's data in the course of our fulfilment of our rights and obligations under this Agreement, as we make available to you from time to time. A copy of the current Privacy and Security Policy as at the Effective Date you can find here:;
“Professional Services” means the additional professional services We may undertake from time to time in conjunction with the Services as may be more particularly described in a Service Order (or attachment to a Service Order);
“Project Library” means the module within the Cognitiv+ platform which allows for the creation of projects, aggregated under a project list, within which the end user uploads documents, in order to provide for the organising, management and review of documents in the context of a grouped main project folder and to further allow the end user to add and search for defined custom insights within those documents. The module has a dashboard, documents and detail tab view, within which it is possible to filter documents by filename, status, type, quality and uploaded date and access to which can be controlled by user access rights;
“Renewal Period” has the meaning given in Clause 8.1 of the General Terms;
“Review Accelerator” means the module within the Cognitiv+ platform which allows the end user to review documents by comparison against an existing approved document of the same type (for example, a signed NDA as against a base precedent of the NDA). The module has a review and library tab within which it is possible to upload documents for review and an approved document for comparison against. Within the Document View part of this module, the end user is given a traffic light system by which they can identify differences between the review document and the library document.“Service-Specific Terms” means the terms and conditions that apply to a particular Service in addition to, or (if expressly stated to be) in replacement of, the General Terms and which may include a technical description of the Service to be provided, and set out any assumptions and minimum dependencies from You relevant to the Service;
“Services” means the subscription services we provide to you under this Agreement from time-to-time, such as:-
- the provision of access to the Cognitiv+ platform and the functionality it provides by way of modules including as at the date of this Agreement, the Project Library, Document Library, Contract Library, Document View, Review Accelerator and the Annotator;
- the provision of the accounts and users module to enable the creation of users, and the management of access rights to various modules and functionalities of the Cognitiv+ platform;
- the provision of the full text search by which the end user may search documents uploaded; and
- access to, and the user of, the Cognitiv+ API Service.
The Services provided may be changed or altered from time-to-time due to changes to the Software, or updates provided, including as a result of the Support Services, and the Services provided may be altered from time-to-time by virtue of any other terms of this Agreement, or as we may agree with you from time-to-time.
“Software” means the software applications We provide as part of the Services;
“Subscription Fees” means the subscription fees payable by you to us, as set out in the Service Order;
“Subscription Term” has the meaning given in Clause 44 of the General Terms;
“Support Services” means the support and maintenance services specified in the applicable Additional Terms;
“Support Services Policy” means Our policy for providing support to you in relation to the Services as we make available to you from time to time;
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
The following words will be interpreted in the following way: (i) “or” connotes any combination of all or any of the items listed; (ii) "include", "includes", "including" or any similar expression shall be interpreted without limitation, irrespective of whether certain instances of those words expressly state "without limitation" and other instances do not; (iii) “specified” requires that an express statement is contained in the relevant document; and (iv) “will” is, unless the context requires otherwise, an expression of command, not merely an expression of future intent or expectation.