Terms and Conditions

Legal Agreement

These Terms and Conditions constitute a legally binding agreement between you and Cogsworth. By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by all provisions contained herein.

Effective date: January 2026

Legal entity: Cogsworth, 47 Innovation Way, Cambridge, CB1 2JD, United Kingdom

1. Definitions and Interpretation

2. User Obligations and Conduct Requirements

2.1 General Obligations

By using our services, you agree to:

• Provide accurate and truthful information in all interactions
• Maintain the confidentiality of any account credentials
• Use our services only for lawful purposes and in accordance with these terms
• Respect the intellectual property rights of Cogsworth and third parties
• Comply with all applicable laws, regulations, and industry standards
• Promptly update any information you provide if it changes

2.2 Prohibited Conduct

You must not:

• Engage in any fraudulent, deceptive, or misleading practices
• Harass, threaten, or abuse our staff or other users
• Transmit spam, unsolicited communications, or malicious code
• Attempt to circumvent any security measures or access restrictions
• Use automated systems to access our services without authorisation
• Interfere with the proper functioning of our website or services
• Misrepresent your identity or affiliation with any person or organisation
• Violate any third-party rights, including privacy and intellectual property rights

2.3 Content Guidelines

When submitting any content through our services, you agree that such content:

• Will not contain illegal, defamatory, or offensive material
• Will not infringe on any third-party intellectual property rights
• Will be accurate and not misleading
• Will not contain viruses, malware, or other harmful components

2.4 Age Restrictions

Our services are intended for use by individuals who are at least 18 years of age or the age of majority in their jurisdiction. By using our services, you represent that you meet this requirement.

3. User Responsibilities

3.1 Compliance with Laws

You are solely responsible for ensuring that your use of our services complies with all applicable laws and regulations in your jurisdiction, including but not limited to data protection laws, consumer protection laws, and industry-specific regulations.

3.2 Indemnification

You agree to indemnify, defend, and hold harmless Cogsworth, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of our services
• Your violation of these Terms and Conditions
• Your violation of any rights of third parties
• Any content you submit or transmit through our services
• Your breach of any representations or warranties made herein

3.3 Privacy and Data Protection

You acknowledge that you are responsible for:

• Ensuring you have the legal right to share any data you provide to us
• Obtaining necessary consents for any personal data you share
• Complying with applicable data protection regulations
• Maintaining the security of your account and login credentials

3.4 Third-Party Interactions

Any dealings you have with third parties found through our website or services are solely between you and that third party. We are not responsible or liable for any loss or damage incurred as a result of such dealings.

4. Liability and Warranties

4.1 Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Cogsworth disclaims all warranties, whether express, implied, or statutory, including but not limited to:

• Warranties of merchantability and fitness for a particular purpose
• Warranties regarding accuracy, reliability, or completeness of content
• Warranties that our services will be uninterrupted, secure, or error-free
• Warranties that defects will be corrected or that our services are free from viruses

4.2 Limitation of Liability

To the maximum extent permitted by law, Cogsworth shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Personal injury or property damage resulting from your use of our services
• Any damages arising from unauthorised access to your account or data
• Any damages resulting from reliance on information obtained through our services

4.3 Maximum Liability Cap

In no event shall our total aggregate liability to you for all claims arising from or related to these terms exceed the total amount you paid to Cogsworth in the twelve months immediately preceding the claim.

4.4 Exclusion of Consequential Damages

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

4.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, or governmental actions.

5. Intellectual Property and Content Ownership

5.1 Cogsworth's Intellectual Property

All intellectual property rights in our website, services, and content (excluding user-generated content) are owned by or licensed to Cogsworth. This includes but is not limited to:

• Website design, layout, and functionality
• Software, code, and technical architecture
• Logos, trademarks, and brand materials
• Written content, graphics, and multimedia materials
• Proprietary methodologies and frameworks

5.2 Restrictions on Use

You may not, without our express written permission:

• Reproduce, distribute, or publicly display our content
• Create derivative works based on our content
• Use our intellectual property for commercial purposes
• Remove or modify any proprietary notices or labels

5.3 User Content Licence

By submitting content to our services, you grant Cogsworth a non-exclusive, worldwide, royalty-free, perpetual licence to use, reproduce, modify, adapt, publish, and distribute such content for the purpose of providing and improving our services.

6. Legal Information and Dispute Resolution

6.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

6.2 Jurisdiction

You agree that any legal action or proceeding arising out of or related to these terms shall be brought exclusively in the courts of England and Wales, and you consent to the personal jurisdiction of such courts.

6.3 Dispute Resolution

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days of written notice, either party may pursue legal remedies.

6.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action.

7. Modification and Termination

7.1 Modification of Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will become effective immediately upon posting to our website. Your continued use of our services after such changes constitutes acceptance of the modified terms.

7.2 Notification of Changes

For significant changes to these terms, we will make reasonable efforts to notify you through email or prominent notice on our website at least 14 days before the changes take effect.

7.3 Right to Terminate

We may suspend or terminate your access to our services at any time, with or without cause, with or without notice, effective immediately. Reasons for termination may include, but are not limited to, breach of these terms, fraudulent activity, or legal requirements.

7.4 Effect of Termination

Upon termination, all licences and rights granted to you under these terms will immediately cease. Provisions that by their nature should survive termination shall remain in effect, including ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.

8. General Provisions

8.1 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

8.2 Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any other legal notices published on our website, constitute the entire agreement between you and Cogsworth concerning your use of our services.

8.3 Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under these terms without our prior written consent. We may freely assign or transfer our rights and obligations under these terms.

8.4 Waiver

No waiver by Cogsworth of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Any failure to assert a right or provision under these terms does not constitute a waiver of such right or provision.

8.5 Relationship of Parties

Nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Cogsworth.

8.6 Headings

The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.