WEBSITE TERMS OF USE

 

This website (Site) is operated by Cognisium Pty Ltd, ACN 642 297 130 (us or our). 

It is available at: www.cognisium.com and may be available through other addresses or channels.

 

Expert specific T&Cs - By using the Cognisium Platform the Expert agrees with the following

Terms and Conditions detailed below in this agreement (or Download pdf). 

 

Client specific T&Cs - By using the Cognisium Platform the Client agrees with the following

Terms and Conditions detailed below in this agreement (or Download pdf).

Definitions - apply to both Expert and Client Terms and Conditions

Consent: By accessing and/or using our Website, you agree to these terms of use and our Privacy Policy available at  www.cognisium.com/privacy-policy

“Platform” - means the Cognisium online Platform at www.cognisium.com developed by us in order to connect Experts with Clients.

“Expert” - means the freelance member who joined our Platform with the sole objective to provide services to the Client. On our Platform, the word “Expert” is only meant to differentiate the freelance executives from Clients. Cognisium is not responsible for your level of expertise and does not  endorse nor dissuade your expertise in a particular industry, function or field of expertise. If you do represent and warrant that you are an expert in a field of expertise, topic or function, you acknowledge and agree that the representation has been made without our endorsement or knowledge.

“Client” - means the Clients of Cognisium Pty Ltd who joined the Platform to connect with Experts.

“Client Brief” - means the brief that the Client posted on our Platform to state the scope of work for the provision of services by the Expert.

“Engagement” - means services undertaken by the Expert for the Client.

“Content” - means the textual, visual or audio content that is encountered as part of your experience on Our Platform. It may include, among other things: text, images, sounds, videos and animations. It includes content posted by you.

“Cognisium” - means us and the marketplace business of operating it. It also includes membership we provide (“Cognisium Membership”).

"Post" -  means display, exhibit, publish, distribute, transmit and/or disclose information, details and/or other material on Our Website, and the phrases "Posted" and "Posting" shall be interpreted accordingly;

“Service” - means all of the services offered for sale through Our Website by the Expert whether free or charged.

“Our Website” - means any website of ours, and includes all web pages controlled by us.

“Our Fee” - means the fee that Cognisium receives as a result of the Engagement between the Expert and the Client and calculated as 20% of the total amount that the Expert invoiced the Client (Engagement amount). This fee is paid by the Client. If the engagement results in a full time role, Cognisium receives a one-time commission of 25% of the first year’s salary. This fee is paid by the Client.

"you” “yours” etc, - means you, the party to this agreement.

Terms and Conditions – For Cognisium Clients

 

This document details the Terms and Conditions applicable to a Client who wishes to engage an Expert’s services using www.cognisium.com

These terms and conditions are the contract between you and Cognisium Pty Ltd ("us", "we", “our” etc). By visiting or using Our Website, you agree to be bound by them.

Cognisium is a trade name of Cognisium Pty Ltd, ACN 642 297 130, whose registered office is at LEVEL 1, 9-11 GROSVENOR St, NEUTRAL BAY, NSW 2089

If you do not agree with it, you should leave Our Website and stop using Our Website or the services immediately.

Background

A.              Cognisium is a marketplace for executives and senior executives who joined the Platform to provide services to Clients.

B.              The Platform is available to Experts and Clients providing that they registered in accordance with the “WEBSITE TERMS OF USE” described on this webpage at www.cognisium.com/terms-of-use

C.              Cognisium receives a commission of 20% of the Expert’s total fee for each engagement between the Expert and the Client at the conclusion of Expert’s work or as advised by the Expert. This fee is paid by the Client (in addition to the Client reimbursing an Expert 100% of their fee). If the engagement results in a full time role, Cognisium receives a one-time commission of 25% of the first year’s salary.

D.              Cognisium is not an agent for the Expert or the Client. Cognisium only facilitates the introduction between the Expert and the Client. The contract for the provision of services to the Client is between the Expert and the Client who jointly agree to the terms between them without the involvement of Cognisium Pty Ltd.

E.              Cognisium Pty Ltd does not accept any liability for underperformance, mismanagement or cessation of services by the Expert or withdrawal of services by the Client.

1.Definitions

All definitions as above and titled "Definitions - apply to both Expert and Client Terms and Conditions" shall apply.

2.Our contract

  1. Cognisium Pty Ltd is neither a buyer nor provider of Services offered for sale. We are neither a principal nor agent in a buying transaction.

  2. Cognisium is a marketplace. We are agents of a Client only to the extent of use of Our Website as a Platform for meeting and engaging the services of an Expert.

  3. We welcome any comment or complaint about an Expert, which you make through Our Website. We may act upon a complaint in our discretion, for the benefit of the body of our members.

  4. The relationship between you and us is solely that:

    1. We provide for you a marketplace where you can access professional services from an Expert;

    2. We are not your partners or joint venturers.

  5. We are not responsible for supply of any Engagement you order from an Expert or for the cancellation and refund procedure should you decide to cancel an Engagement for any reason.

  6. These terms and conditions regulate the business relationship between you and us. By joining our Platform free of charge, you agree to be bound by them.

  7. Note that Cognisium Membership does not entitle you to a discount on Engagements purchased from an Expert.

  8. We provide a market place for the supply of Services by an Expert. We are in no way responsible for:your locating and ordering a Service;

    1. your choice of a Service;

    2. any aspect of the provision of the Service;

    3. refund payment for any Service;

    4. any complaint about any Service.

  9. In any dispute with an Expert, you should deal only with the Expert. We have neither legal obligation nor detailed information about the Services that the Expert provides.

  10. The contract for the provision of services is strictly between you (the Client) and the Expert.

  11. We may change this agreement in any way at any time. The version applicable to your contract is the version which is active on Our Website at the time that the contract was made.

 

3.Cognisium Membership - Client

  1. Cognisium Membership is free. The terms for joining our Platform are stated on this webpage and referred to as “Cognisium Pty Ltd - WEBSITE TERMS OF USE” and in this document.

  2. When registering to join our Platform you will be requested to provide your email address. We only accept email address in the form of username@your_company_domain. No other email addresses will be accepted.

  3. When registering to join our Platform you will be requested to provide a phone number. We only accept real phone numbers and an attempt may be made by us to contact you with the purpose of validating your registration.

  4. Trading outside the Platform. We reserve the right to cancel your Cognisium Membership if we find that you contract and trade outside the Platform with an Expert whom you identified using our Platform.

  5. If you identified an Expert through our Platform and you choose to trade outside the Platform in order to avoid paying Our Fee, you acknowledge that you are still liable to pay Our Fee.

  6. We reserve the right to cancel your Cognisium Membership at our discretion without providing you a notice or reason.

  7. We reserve the right to modify these terms and conditions of this agreement at any time, without notice. Your continued use of Cognisium Platform after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement. The terms that apply to you are those Posted here on Our Website on the day you join as a Client.

  8. By accepting these terms and conditions, you do instruct us to give you access to use our Platform.

 

4.Your account and personal information

  1. If you are joining as a Client you represent and warrant that you are authorised to create an account on the behalf of your company. You agree and state that you are authorised to upload the Client Brief” on behalf of your company that details the assignment you wish to engage with the Experts.

  2. You agree that you have provided accurate, up to date, and complete information about yourself and your company. We are not responsible for any error made as a result of such information being inaccurate.

  3. You acknowledged and agreed that you read and understood our Privacy Policy on our website at www.cognisium.com/privacy-policy.

  4. Cognisium shall not be held liable for any default or loss arising from the information you uploaded on to our Platform and/or that expressed in the Client Brief.

  5. When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

  6. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

  7. Platform Closing: Cognisium reserves the right to discontinue the use of its Platform at its discretion by giving one week notice to Experts and Clients. Upon the termination of Cognisium Platform, all data acquired by Cognisium on behalf of the Expert or on behalf of the Client, will be securely deleted and may not be accessible by Cognisium or any other party from that point forward.

 

5.The buying procedure

  1. Unless it is clear to the contrary, you may assume that every sale is made by the Expert in the course of his or her business.

  2. As a condition of your registration, you must upload a Client Brief that details the scope of work for the provision of Services by the Expert. You will not be able to join our Platform without a Client Brief. Once the Engagement ends, you will be able to remain on the Platform in the absence of a Client Brief for a period of maximum 2 years. We shall notify you when two years passed from your last Client Brief.

  3. You acknowledge that the Expert is able to apply for the Engagement you requested and in doing so you are able to view his or her profile on our Platform and engage via the Platform’s messenger.

  4. Engagements over six months. We do not get involved in any Expert searches with the exception of Engagements that last six months or more.

    1. For Engagements that last six months or over we will conduct an Expert search and give you the best options as viewed by us.

    2. We accept no liability that may arise from the performance of the Services by the Expert we identified.

  5. The Expert’s rates listed on Our Website by Experts are exclusive of any applicable sales tax, and exclusive of Our Fee.

  6. Our Platform offers two daily rates for our Experts:

  • USD 1,800 per day or

  • USD 2,200 per day.

You acknowledge and agree that you will not use different rates in negotiating the Engagement with the Expert.

  7. Our Fee is calculated as 20% of the value of the Expert’s invoice.

For the avoidance of doubt, the following illustration is given:

Assume that the Engagement contract between the Expert and the Client is for the continuous provision of Services over a period of 100 working days at a rate of USD 1,800 per day. Therefore, the Client receives two invoices: one from the Expert for the value of USD 180,000 and one from Cognisium Pty Ltd (Our Fee) for the value of USD 36,000. If the engagement results in a full time role, Cognisium receives a one-time commission of 25% of the first year’s salary.

8. Our Fee will be invoiced in AUD at the USD/AUD exchange rate of the day of the invoice and is payable to us.

9. The Expert may invoice you in USD or in a currency that you and the Expert mutually agreed upon.

10. You agree to notify us via our Platform or via email when the payment to the Expert has been made.

11. Services will be provided at the times and places specified in the Client Brief.

12. Neither we nor the Expert can be responsible for action by any governmental authority. We do not know and are not responsible or liable for duties, taxes, delays or impounding of any item in the country of your engagements as set out in your Client brief

13. Every sale will be subject to the laws applicable but there shall not be implied any right which is neither a legal right nor set down in these terms and conditions.

14. To make future use of Our Platform easier and faster for you, we will retain the personal and delivery information you give to us. We will not retain information relating to your payment or credit card. This financial information never comes into our control. The information is given into a page which is in reality a page of our payment service provider. For detailed about disclosure of personal information please see our privacy notice.

 

6.Goods and Services Tax (GST)

  1. Fees and commissions specified in Our Website are exclusive of GST.

  2. Cognisium has the right to demand additional information about your business so far as it may affect your GST registration, at any time, from you or from a governmental authority.

  3. Cognisium will charge GST to Australian based Clients. This includes, as required for Australian Tax Office compliance, Australian Client registered entities with an offshore operating subsidiary or business entity.

 

7.Security of your payment information

We take care to make Our Website safe for you to use.

  1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

  2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your payments or other transactions which you have initiated.

 

8.How we handle your Content

  1. Our privacy policy is strong and precise. It complies fully with current privacy laws and can be found at www.cognisium.com/privacy-policy

  2. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.

  3. You agree to any act or omission which may otherwise infringe your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act 1968.

  4. You now irrevocably authorise us to publish feedback, comments and ratings about your activity through our Platform, even though it may be critical.

  5. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.

  6. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;

  7. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

  8. Notify us of any security breach or unauthorised use of your account.

  9. We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out at 8.4 above.

 

9.Restrictions on what you may Post to Our Website

We invite you to Post a Client Brief to Our Platform for the purpose of engaging an Expert for the performance and provision of Services. The Client Brief needs to reflect a real, well-defined business requirement. You may not Post Content other than Client Brief.

We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.

You agree that you will not use or allow anyone else to use our Platform to Post Content or undertake any activity which is or may:

  1. be unlawful, or tend to incite another person to commit a crime;

  2. consist in commercial audio, video or music files;

  3. be obscene, offensive, threatening, violent, malicious or defamatory;

  4. be sexually explicit or pornographic;

  5. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age, or affiliation with any person;

  6. use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;

  7. request or collect passwords or other personal information from another user without his or her permission, nor Post any unnecessary personal information about yourself;

  8. be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his or her commercial use;

  9. include anything other than words (i.e. you will not include any symbols or photographs) except for a logo in your profile in such place as we designate;

  10. facilitate the provision of unauthorised copies of another person's copyright work;

  11. link to any of the material specified in this paragraph;

  12. use distribution lists that include people who have not given specific permission to be included in such distribution process;

  13. send age-inappropriate communications or Content to anyone under the age of 18.

 

10.Your Content: restricted Content

In connection with the restrictions set out below, we may refuse or edit or remove Content which does not comply with these terms.

In addition to the restrictions set out above, it must not contain:

  1. hyperlinks, other than those specifically authorised by us;

  2. keywords or words repeated, which are irrelevant to the Content Posted;

  3. the name, logo or trademark of any organisation other than yours;

  4. inaccurate, false, or misleading information.

 

11.Removal of offensive Content

  1. For the avoidance of doubt, this paragraph is addressed to any person who visits Our Website for any purpose.

  2. We are under no obligation to monitor or record the activity of any User of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

  3. If you are offended by any Content, the following procedure applies:

    1. your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.

    2. we shall remove the offending Content as soon as we are reasonably able;

    3. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;

    4. we may re-instate the Content about which you have complained or we may not.

  4. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

 

12.Security of Our Website

If you violate Our Website or our Platform we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

  1. modify, copy, or cause damage or unintended effect to any portion of Our Website or Platform, or any software used within it.

  2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

  3. download any part of Our Website, without our express written consent;

  4. collect or use any service listings, descriptions, or prices;

  5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;

  6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;

  7. share with a third party any login credentials to Our Website;

  8. Despite the above terms, we now grant a licence to you to:

    1. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

    2. you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.

 

13.Storage of Messages

  1. We assume no responsibility for the deletion or failure to store, deliver or timely deliver messages.

  2. We may, from time to time and without notice, set limit(s) on the number of messages you may send, store, or receive through the service, and we retain the right to delete any messages above such limit(s) without any liability whatsoever, and you hereby release us from any such liability. Any notice provided by us to you in connection with such limit(s) shall not create any obligation to provide future notification regarding any change(s) to such limit(s).

 

14.Termination

  1. Your Cognisium Membership expires two years after the date of your latest Client Brief posted on our Platform.

  2. You may terminate this agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notice to us by post or email, or by completing the form on Our Website and submitting it. We reserve the right to check the validity of any request to terminate your Cognisium Membership by getting in touch with you and verifying verbally that you wish to terminate membership.

  3. We may terminate this agreement at any time, for any reason, with immediate effect at our discretion or if you failed to comply with any of the terms of this agreement. Trading outside our Platform with an Expert you identified via our Platform results in immediate cancellation of your Cognisium Membership.

  4. If you terminate, we shall not be liable to you whatsoever, and you hereby release us from any such liability.

  5. Termination by either party shall have the following effects:

    1. your right to use the Cognisium Membership immediately ceases;

    2. we are under no obligation to forward any unread or unsent messages to you or any third party;

    3. The Client must pay the Expert for the time of the Engagement being active and he or she performed the scope of work according to the engagement terms, Client Brief and the understanding of said scope. The Client must also pay Our Fee as it relates to and calculated based on Expert’s invoice.

 

15.Copyright and other intellectual property rights

  1. All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of Services for sale. It is all protected by international copyright laws.

  2. You may not copy, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent.

  3. For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

 

16.Interruption to the Cognisium service

  1. We give no warranty that Our Service will be satisfactory to you.

  2. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other reason. We may do so without telling you first.

  3. You acknowledge that our service may also be interrupted for reasons beyond our control.

  4. You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Our Service.

 

17.Your Indemnity to us

To the maximum extent permitted by law and in Tort, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising out of:

  1. a claim by any person in respect of any Engagement undertaken between the Expert and the Client;

  2. your use of the Cognisium name;

  3. the breach or violation of this agreement by you;

  4. the infringement by you, or by any other user of Cognisium Platform using your computer, of any intellectual property or other right of any person or entity;

  5. your failure to comply with any law;

  6. a contractual claim arising from your use of the Cognisium Membership and purchase of Service from the Expert.

  7. legal or other fees we incur in defending a claim or the imposition of a fine or penalty;

  8. our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.

 

18.Disclaimers about the Cognisium name

  1. Your use of the Cognisium name is without any warranty or guarantee.

  2. We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect, direct or consequential loss and in particular unlimited liabilities whatsoever.

  3. We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the services described on Our Website, at any time and without notice to you.

  4. You are advised that Content may include technical inaccuracies or typographical errors.

  5. Our Website contains links to other websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.

  6. We are not liable in any circumstances for special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.

  7. The Cognisium Website and Cognisium Membership services are provided “as is”. We make no representation or warranty of any kind, express or implied, including, without limitation, any warranty that either of them will be:

    1. of satisfactory quality;

    2. fit for a particular purpose;

    3. available or accessible, without interruption, or without error;

    4. any obligation, liability, or remedy in tort whether or not arising from our negligence.

You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.

 

19.Disclaimers about the Service

  1. All of the Content on Our Website relating to any Service by an Expert has been provided by that Expert. We do not accept responsibility for the accuracy of any claim or advertisement.

  2. On our Platform, the word “Expert” is only meant to differentiate the freelance executives from Clients. Cognisium is not responsible for Expert’s level of expertise and also does not endorse nor dissuade his expertise in a particular industry, function or field of expertise.

  3. We make no representation, warranty or other provision with regard to the Services and you acknowledge that you do not rely on any made by us, but solely on your contract with an Expert.

  4. So far as concerns Services you purchase through Our Website, we are not liable for:

    1. any Service complying with the requirement of any law or being available;

    2. the Expert performing his or her contract.

  5. We give no warranty, representation or undertaking whatsoever as to the continuing business or membership of an Expert or that any Service offered for sale by an Expert will be useful or suitable for you.

  6. You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and an Expert identified and engaged via our Platform.

 

20.Miscellaneous matters

  1. You undertake to provide us your current land address, e-mail address and telephone numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

  2. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

  3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  4. If you are in breach of any term of this agreement, we may:

    1. publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.

    2. terminate your account and Cognisium Membership and refuse access to Our Website;

    3. remove or edit Content, or cancel any order at our discretion;

    4. issue a claim in any court.

  5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

  6. No failure or delay by us to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

  7. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

  8. Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by express post or recorded delivery or by e-mail.

      It shall be deemed to have been delivered:

          if delivered by hand: on the day of delivery;

          if sent by post to the correct address: within 72 hours of posting;

          If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

9. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

10. So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

11. We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute.

12. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

13. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

14. The validity, construction and performance of this agreement shall be governed by the laws of the State of Western Australia and you agree that any dispute arising from it shall be litigated only in that State.

15. Your use of our Site and these Terms are governed by the laws of Western Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of Australian Law and the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

 

Our Website may be accessed throughout Australia and overseas.

Terms and Conditions – For Cognisium Experts

This document details the Terms and Conditions applicable to an Expert who seeks to provide services to a Client via our Platform at www.cognisium.com

These terms and conditions are the contract between you and Cognisium Pty Ltd ("us", "we", “our” etc). By visiting or using Our Website, you agree to be bound by them.

Cognisium is a trade name of Cognisium Pty Ltd, ACN 642 297 130, whose registered office is at LEVEL 1, 9-11 GROSVENOR St, NEUTRAL BAY, NSW 2089

If you do not agree with it, you should leave Our Website and stop using Our Website or the services immediately.

Background

A.              Cognisium is a marketplace for executives and senior executives who joined the Platform to provide services to Clients.

B.              The Platform is available to Experts and Clients providing that they registered in accordance with the “WEBSITE TERMS OF USE” described on this webpage at www.cognisium.com/terms-of-use

C.              Cognisium receives a commission of 20% of the Expert’s total fee for each engagement between the Expert and the Client at the conclusion of Expert’s work or as advised by the Expert. This fee is paid by the Client (in addition to the Client reimbursing an Expert 100% of their fee). If the engagement results in a full time role, Cognisium receives a one-time commission of 25% of the first year’s salary.

D.              Cognisium is not an agent for the Expert or the Client. Cognisium only facilitates the introduction between the Expert and the Client. The contract for the provision of services to the Client is between the Expert and the Client who jointly agree to the terms between them without the involvement of Cognisium Pty Ltd.

E.              Cognisium Pty Ltd does not accept any liability for underperformance, mismanagement or cessation of services by the Expert or withdrawal of services by the Client.

1.Definitions

All definitions as above and titled "Definitions - apply to both Expert and Client Terms and Conditions" shall apply.

2.Our contract

  1. Cognisium Pty Ltd is neither a buyer nor provider of Services offered for sale. We are neither a principal nor agent in a buying transaction.

  2. Cognisium is a marketplace. We are agents of a Client only to the extent of use of Our Website as a Platform for meeting and engaging the services of an Expert.

  3. The relationship between you and us is solely that:

    1. we provide for you a marketplace where you can sell professional services to a Client,

    2. we are not your partners or joint venturers.

  4. We are not responsible for supply of any Engagement or for the cancellation and refund procedure should you or the Client decide to cancel an Engagement for any reason.

  5. These terms and conditions regulate the business relationship between you and us. By joining our Platform free of charge, you agree to be bound by them.

  6. In any dispute with a Client, you should deal only with the Client. We have neither legal obligation nor detailed information about the Services that the Client and you agreed upon.

  7. The contract for the provision of Services is between you (the Expert) and the Client.

  8. We may change this agreement in any way at any time. The version applicable to your contract is the version which is active on Our Website at the time that the contract was made.

  9. Although we are not a party to your contract with a Client introduced to you via Our Website, we shall terminate your Cognisium Membership if a Client has a valid complaint against you.

 

3.Cognisium Membership - Expert

  1. Cognisium Membership is free. The terms for joining our Platform are stated on this webpage and referred to as “Cognisium Pty Ltd - WEBSITE TERMS OF USE” at www.cognisium.com/terms-of-use and in this document.

  2. If you are joining as an Expert you represent and warrant that you are whom you state you are and that you are not impersonating someone else.

  3. When registering to join our Platform you will be requested to provide your email address. We only accept an email address that is genuine and that only connects you that respective email address.

  4. You represent and warrant that you are not prevented from joining the Platform by a contract with a former or current employer or by any other restrictions placed upon yourself contractually.

  5. You acknowledge and agree that we may, at our sole discretion, deny access to the Platform to you if we feel that your expert credentials are not suitable for Cognisium Platform.

  6. Trading outside the platform. We reserve the right to cancel your Cognisium Membership if we find that you contract and trade outside the Platform with a Client whom you identified using our Platform.

  7. We reserve the right to cancel your Cognisium Membership at our discretion without providing you a notice or reason.

  8. We reserve the right to modify these terms and conditions of this agreement at any time, without notice. Your continued use of the Cognisium Platform after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement. The terms that apply to you are those Posted here on Our Website on the day you join as an Expert.

  9. By accepting these terms and conditions, you do instruct us to give you access to use our Platform.

 

4.Your account and personal information

  1. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.

  2. You acknowledged and agreed that you read and understood our Privacy Policy on our website at www.cognisium.com/privacy-policy.

  3. Once you applied for an Expert Cognisium Membership, we at our discretion may refuse access to our Platform and deny Cognisium Membership.

  4. When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

  5. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

  6. Platform Closing: Cognisium reserves the right to discontinue the use of its Platform at its discretion by giving a one week notice to Experts and Clients. Upon the termination of Cognisium Platform, all data acquired by Cognisium on behalf of the Expert or on behalf of the Client, will be securely deleted and may not be accessible by Cognisium or any other party from that point forward.

 

5.Complaints about Your Service

You agree that you will at all times:

  1. reply promptly and in any event within 48 hours to any Client message or other correspondence;

  2. comply with the law relating to all aspects of the contract between you and your customer, relating in particular to your obligations to provide full information;

  3. when you have an obligation to return money to a customer for any reason, you will do so immediately;

 

6.The selling procedure

  1. Cognisium Pty Ltd is not responsible for the fulfilment of your contract to sell a Client services.

  2. Your contract with a Client through Our Website is made when you acknowledge the order or commence Your Service. Until that time, the Client’s action is an "invitation to treat". You have the opportunity to accept or decline a Client’s offer for the provision of services to the Client.

  3. If you and the Client accepted the terms of the Engagement, you and the Client may enter into an Engagement agreement strictly between you and the Client without the involvement of Cognisium.

  4. With your Cognisium Membership, you may choose between two daily rates: USD 1,800 per day or USD 2,200 per day. You acknowledge and agree that you will not use different rates in negotiating the Engagement with the Client.

  5. Once the Expert and the Client entered into an agreement, the Expert must inform Cognisium of the starting date, duration and rate of the agreement.

  6. When you invoice the Client you must follow the Cognisium Platform procedure that tells us:

    1. When the invoice was raised and sent to Client

    2. Amount invoiced and

    3. Whether or not the invoice is final

  7. When your invoice has been paid by the Client, you must notify Cognisium and marked the service as paid.

  8. Cognisium shall not charge Experts any fees. Our Fee is paid by the Client and represents a percentage of the total Engagement fee that the Expert has invoiced to the Client.

  9. You must notify us immediately if the Client suggests to make payments in a manner that prevents us to collect Our Fee.

 

7.Advertising your Service

If you accept our offer to advertise market or promote Your Service, the following conditions apply.

  1. We shall not advertise your service without prior consent from you.

  2. With prior consent by you, advertising your service may include your partial name, photo, or a partial screenshot of your Cognisium Profile without contact details.

  3. We give no guarantee as to the success of any advertising placed.

  4. We shall not pay you any fees for advertising your services.

  5. We shall receive no secret commission on advertising your services.

 

8.Your Expert service warranties

  1. The Expert warrants that the information provided to the Cognisium Platform with respect, but not limited to, identity, experience, qualifications, skills, achievements is accurate and true.

  2. You warrant that any of your services you place on Our Website for sale:

    1. is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;

    2. does not offend against the law of any country whose citizens might purchase it;

    3. is not intended primarily to advertise any business, except your business, so far only as it is carried on through Cognisium Platform.

  3. You warrant that you own the copyright of any service you place on Our Website for sale, or software licenses or that you have the permission of the copyright owner or software licenses;

    1. to place the service on Our Website for sale;

    2. to receive the net proceeds of such sales as arise;

    3. to defend the copyright in the service.

 

9.How we handle your Content

  1. Our privacy policy is strong and precise. You acknowledge and agree that as a condition for joining Cognisium Platform, you have read, understood and agreed to our Privacy Policy that also details how we handle your Content and personal information.

  2. If you Post Content to your Profile area of Our Website it becomes available in the public domain and accessible to our Clients. We have no control over who sees it or what anyone does with it.

  3. Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.

  4. You understand that you are personally responsible for your breach of someone else's intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.

  5. We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out above.

  6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.

  7. You must notify us of any security breach or unauthorised use of your account.

 

10.Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website that relates to your Profile as requested upon registration. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.

We undertake a check of your Profile input prior to activating your account. This can also include a phone call if we feel we need to do so.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

  1. be unlawful, or tend to incite another person to commit a crime;

  2. be obscene, offensive, threatening, violent, malicious or defamatory;

  3. be sexually explicit or pornographic;

  4. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age, or affiliation with any person;

  5. use a posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.

 

11.Your Profile: restricted Content

In connection with the restrictions set out below, we may refuse or edit or remove a Profile which does not comply with these terms.

In addition to the restrictions set out above, a posting must not contain:

  1. hyperlinks, other than those specifically authorised by us;

  2. keywords or words repeated, which are irrelevant to the Content Posted;

  3. the name, logo or trademark of any organisation other than the ones you worked for in the past;

  4. inaccurate, false, or misleading information;

  5. material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.

 

12.Removal of offensive Content

  1. For the avoidance of doubt, this paragraph is addressed to any person who visits Our Website for any purpose.

  2. We are under no obligation to monitor or record the activity of any User of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

  3. If you are offended by any Content, the following procedure applies:

    1. your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.

    2. we shall remove the offending Content as soon as we are reasonably able;

    3. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;

    4. we may re-instate the Content about which you have complained or we may not.

  4. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

 

13.Security of Our Website

If you violate Our Website or our Platform we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

  1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

  2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

  3. download any part of Our Website, without our express written consent;

  4. collect or use any service listings, descriptions, or prices;

  5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;

  6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Services;

  7. share with a third party any login credentials to Our Website.

  8. Despite the above terms, we now grant a licence to you to:

    1. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

    2. you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.

 

14.Storage of Messages

  1. We assume no responsibility for the deletion or failure to store, deliver or timely deliver messages.

  2. We may, from time to time and without notice, set limit(s) on the number of messages you may send, store, or receive through the service, and we retain the right to delete any messages above such limit(s) without any liability whatsoever, and you hereby release us from any such liability. Any notice provided by us to you in connection with such limit(s) shall not create any obligation to provide future notification regarding any change(s) to such limit(s).

 

15.Termination

  1. You may terminate this agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notice to us by post or email. We reserve the right to check the validity of any request to terminate your Cognisium Membership by getting in touch with you and verifying verbally that you wish to terminate Cognisium Membership.

  2. We may terminate this agreement at any time, for any reason, with immediate effect at our discretion or if you failed to comply with any of the terms of this agreement.

  3. Trading outside our Platform with a Client you identified via our Platform, for the purpose of Client circumventing Our Fee, results in immediate cancellation of your Cognisium Membership.

  4. If you terminate, we shall not be liable to you whatsoever, and you hereby release us from any such liability.

  5. Termination by either party shall have the following effects:

    1. your right to use the Cognisium Membership immediately ceases;

    2. we are under no obligation to forward any unread or unsent messages to you or any third party;

 

16.Copyright and other intellectual property rights

All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of services for sale. It is all protected by international copyright laws.

  1. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.

  2. For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

 

17.Interruption to the Cognisium service

  1. We give no warranty that Our Service will be satisfactory to you.

  2. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of Our Service for repairs, maintenance or other good reasons. We may do so without telling you first.

  3. You acknowledge that our service may also be interrupted for reasons beyond our control.

  4. You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Our Service.

 

18.Disclaimers about the Cognisium name

  1. Your use of the Cognisium name is without any warranty or guarantee.

  2. We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect, direct or consequential loss and in particular unlimited liabilities whatsoever.

  3. We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the services described on Our Website, at any time and without notice to you.

  4. You are advised that Content may include technical inaccuracies or typographical errors.

  5. Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.

  6. We are not liable in any circumstances for special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.

  7. The Cognisium website and Cognisium Membership services are provided "as is". We make no representation or warranty of any kind, express or implied, including, without limitation, any warranty that either of them will be:

    1. of satisfactory quality;

    2. fit for a particular purpose;

    3. available or accessible, without interruption, or without error;

    4. any obligation, liability, or remedy in tort whether or not arising from our negligence.

  8. You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.

 

19.Your indemnity to us

To the maximum extent permitted by law and in Tort, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

You agree to indemnify us against all loss and expense, including but not limited to legal fees and management time related in any way to:

  1. a claim by any person in respect of any Engagement undertaken between the Expert and the Client;

  2. your use of the Cognisium name;

  3. the breach or violation of this agreement by you;

  4. the infringement by you, or by any other user of Cognisium Platform using your computer, of any intellectual property or other right of any person or entity;

  5. your failure to comply with any law;

  6. a contractual claim arising from your use of the Cognisium Membership;

  7. legal or other fees we incur in defending a claim or the imposition of a fine or penalty;

  8. our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.

 

20.Miscellaneous matters

  1. You undertake to provide us your current land address, e-mail address and telephone numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

  2. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

  3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  4. If you are in breach of any term of this agreement, we may:

    1. publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.

    2. terminate your account and Membership and refuse access to Our Website;

    3. remove or edit Content, or cancel any order at our discretion;

    4. issue a claim in any court.

  5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

  6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

  7. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by Posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

  8. Any communication to be served on either of us by the other shall be delivered by hand or sent by express post or recorded delivery or by e-mail.

      It shall be deemed to have been delivered:

          if delivered by hand: on the day of delivery;

          if sent by post to the correct address: within 72 hours of posting;

          If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

9. In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

10. So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

11. We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute.

12. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

13. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

14. The validity, construction and performance of this agreement shall be governed by the laws of the State of Western Australia and you agree that any dispute arising from it shall be litigated only in that State.

15. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

16. Your use of our Site and these Terms are governed by the laws of Western Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of Australian Law and the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

 

Our Website may be accessed throughout Australia and overseas.

 

 

For any questions and notices, please contact us at:

Cognisium Pty Ltd

Email: corporate@cognisium.com

Last update: August 1st, 2020

Cognisium footer executive marketplace

is a market leading global technology company that builds successful business relationships. We provide timely, cost efficient connections between the world's top freelance executives and businesses in particular small to medium enterprises.

Registered Office:

9-11 Grosvenor Street Neutral Bay NSW 2089

Cognisium Pty Ltd

A.C.N. 642 297 130

A.B.N. 40 642 297 130

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