Terms & COnditions

---

MIDPOINT Terms and Conditions

Platform Access, Service Terms & Operating Agreement

The Supplier: Cognition Services Limited t/a Cognition World. Registered Office: 619 North Circular Road, Dublin 1, D01FT57, Ireland, Registered Company Number: 602862. Contact: accounts@cognition.world

The Customer: The user of the Service identified in the applicable order form, proposal, subscription schedule, or statement of work.

Preamble: These Terms and Conditions govern access to and use of the MIDPOINT platform, including the MIDPOINT DataBrain service, any related dashboards, portals, reports, alerts, integrations and associated support services (the Service) supplied by Cognition Services Limited (the Supplier) to the customer identified in the applicable order, proposal, subscription form or statement of work (the Customer).

By using the Services, the Customer agrees to be bound by these Terms and Conditions.

1. Definitions In these Terms and Conditions:

• Agreement means these Terms and Conditions together with any Order Form, proposal, statement of work, schedule, data processing agreement and any other document expressly incorporated into them.

• Authorised User means any employee, contractor or representative of the Customer whom the Customer permits to access the Services.

• Customer Data means any data, records, information, files, site details, meter data, sensor data, user inputs or other content provided by or on behalf of the Customer or generated through the Customer's use of the Services.

• Documentation means any operating guides, support notes, user materials or service descriptions made available by the Supplier.

• Fees means the charges payable by the Customer for the Services, whether on a subscription, project, support or other basis.

• Order Form means any quotation, proposal, subscription form, service order or statement of work accepted by the Parties.

• Services means the MIDPOINT platform and any related services provided by the Supplier.

• Subscription Term means the period for which the Customer is entitled to use the Services under the applicable Order Form.

2. Scope of Services

The Supplier shall provide the Services described in the applicable Order Form. Unless expressly included, the Services do not include bespoke development, custom integrations, on-site works, field engineering, communications charges, third-party hardware, calibration services, data remediation, regulatory advice, legal compliance advice or consultancy beyond standard support. Any additional services requested by the Customer shall be subject to separate agreement and may incur additional Fees.

3. Access Rights

Subject to payment of the Fees and compliance with this Agreement, the Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for the Customer’s internal business purposes only.

The Customer shall ensure that access to the Services is limited to Authorised Users. User accounts must not be shared between multiple individuals unless expressly agreed in writing.

4. Customer Obligations

The Customer shall:

a) Provide all reasonably required information, access and cooperation necessary for setup, onboarding and support;

b) Ensure that all Authorised Users comply with this Agreement;

c) Keep usernames, passwords and access credentials secure and confidential;

d) Ensure that Customer Data submitted to the Services is accurate and lawfully obtained;

e) Regularly inspect and verify the accuracy, plausibility and integrity of telemetry data and generated reports for their facilities;

f) Promptly report any suspected sensor outages, silent devices, inaccurate data streams or hardware faults to the Supplier;

g) Maintain the Customer’s own hardware, network connections, browser environment and third-party services needed to access the Services;

h) Promptly notify the Supplier of any suspected unauthorised access, security issue or misuse.

5. Acceptable Use & Indemnity

1) The Customer shall not, and shall not permit any Authorised User or third party to: 

a) Use the Services for any unlawful, fraudulent or unauthorised purpose;

b) Interfere with, disrupt, damage or impair the Services or any related systems or networks;

c) Upload or transmit malicious code, harmful scripts, viruses or any material intended to compromise the integrity or security of the Services;

d) Attempt to gain unauthorised access to any part of the Services, systems, accounts or data;

e) Copy, modify, reverse engineer, decompile, disassemble or create derivative works from the Services, except to the limited extent permitted by applicable law;

f) Resell, rent, sublicense, redistribute or otherwise make the Services available to third parties except where expressly agreed in writing.

2) The Customer shall defend, indemnify and hold harmless the Supplier against any third-party claims, losses, damages, liabilities, regulatory fines, penalties and reasonable legal expenses arising out of or in connection with: (a) any breach of this Section 5 (Acceptable Use); (b) Customer Data (including allegations that Customer Data infringes third-party intellectual property, privacy or confidentiality rights, or was unlawfully obtained); or (c) unauthorized modifications made to the Services or hardware by the Customer or its contractors.

6. Fees, Payment, Non-Refundability & No Set-Off

1) The Customer shall pay the Fees set out in the applicable Order Form.

2) Unless otherwise stated, all Fees are stated exclusive of VAT and any applicable taxes. Subscription Fees are invoiced annually in advance. Project, setup, configuration, training and additional service charges may be invoiced in advance, on milestone completion or monthly in arrears, depending on the agreed scope.

3) Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing. All payments due from the Customer shall be paid in full without deduction, withholding, set-off, or counterclaim of any kind, save as required by law. All Subscription Fees paid in advance are non-refundable, except where the Customer terminates this Agreement under Section 17 for the Supplier’s unremedied material breach.

4) Interest may be charged on overdue sums in accordance with applicable law (including the European Communities (Late Payment in Commercial Transactions) Regulations). The Customer shall reimburse the Supplier on demand for all reasonable costs, expenses, debt-recovery agency charges and legal fees incurred in recovering overdue payments. The Supplier may suspend access to the Services for material non-payment, provided reasonable prior notice has been given.

5) Subscription Fees include standard operational time-series IoT data storage and up to 10 GB of unstructured document and evidence file storage per tenant. The Supplier reserves the right to charge reasonable excess storage fees where document uploads significantly exceed fair-use thresholds.

7. Term, Renewal & Price Adjustment

1) The Agreement shall commence on the effective date set out in the applicable Order Form and shall continue for the Subscription Term stated there.

2) Unless otherwise agreed, subscriptions renew automatically for successive periods of 12 months unless either Party gives written notice of non-renewal not less than 60 days before the end of the current Subscription Term. The Supplier may adjust Subscription Fees for any renewal term by providing written notice to the Customer not less than 60 days prior to the end of the current Subscription Term (such adjustment not to exceed the higher of 5% or the annual percentage increase in the Irish Consumer Price Index (CPI) over the preceding 12-month period, unless otherwise agreed).

8. Changes to Services

1) The Supplier may make reasonable updates, enhancements, changes or improvements to the Services from time to time, provided such changes do not materially reduce the core functionality purchased by the Customer.

2) Any Customer-requested change to scope, site numbers, functionality, reporting, integrations or implementation requirements shall be subject to written agreement and may result in revised Fees, delivery dates or service assumptions.

9. Service Availability and Support

The Supplier shall use reasonable skill and care to provide the Services in a professional manner. The Services may be unavailable from time to time due to planned maintenance, emergency maintenance, supplier dependency issues, communications outages, cyber events, force majeure events or circumstances beyond the Supplier’s reasonable control. Unless a separate service level schedule has been agreed, support is provided on a reasonable endeavours basis during normal business hours.

10. Customer Data

1) As between the Parties, the Customer retains ownership of Customer Data. The Customer grants the Supplier a non-exclusive right to host, copy, process, transmit, analyse and otherwise use Customer Data only to the extent necessary to provide, support, secure, maintain and improve the Services, and to comply with legal obligations.

2) The Supplier may use aggregated and anonymised data derived from the Services for analytics, service improvement, benchmarking and product development, provided such data does not identify the Customer or any individual.

11. Data Protection

Each Party shall comply with applicable data protection law, including the General Data Protection Regulation and the Data Protection Act 2018. Where the Supplier processes personal data on behalf of the Customer, the Parties shall enter into a separate Data Processing Agreement or include compliant processing terms in a schedule to the Agreement. The Customer acknowledges that it is responsible for determining the lawful basis for collecting and using any personal data submitted to the Services.

12. Security

The Supplier shall maintain reasonable technical and organisational measures designed to protect the Services and Customer Data against unauthorised access, loss, misuse, alteration or disclosure. The Customer acknowledges that no internet-based service can be guaranteed to be completely secure and that the Supplier does not warrant uninterrupted or error-free operation.

13. Intellectual Property & Marketing Reference

1) All intellectual property rights in and to the Services, software, platform architecture, dashboards, templates, reports, designs, workflows, documentation, code, branding and related materials shall remain vested in the Supplier or its licensors. Except for the limited rights expressly granted in this Agreement, no right, title or interest in the Services is transferred to the Customer.

2) The Customer grants the Supplier a non-exclusive, revocable, royalty-free license to use the Customer’s name and corporate logo in marketing materials, customer lists, website references, and tender submissions, subject to compliance with any written brand guidelines provided by the Customer. The Customer may revoke this marketing consent at any time upon 30 days’ written notice.

14. Confidentiality

Each Party shall keep confidential all confidential information disclosed by the other Party and shall use such information only for the purposes of performing or receiving the Services. Neither Party shall disclose confidential information to any third party except to its professional advisers, employees, contractors or subcontractors who have a need to know and are subject to equivalent confidentiality obligations, or where disclosure is required by law.

15. Third-Party Services and Integrations

The Services may interface with or depend upon third-party hardware, networks, cloud providers, maps, APIs, devices, sensors or software. The Supplier is not responsible for failures, outages, data inaccuracies, delays or security issues caused by third-party products or services outside its reasonable control, unless expressly agreed otherwise in writing.

16. Warranties and Disclaimers

1) The Supplier warrants that it will provide the Services with reasonable skill and care. Except as expressly stated in this Agreement, the Services are provided on an as-available basis and all other warranties, representations and conditions, whether express or implied, are excluded to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

2) The Customer acknowledges that the Services support operational visibility and decision-making but do not replace the Customer’s own professional, engineering, regulatory, health and safety, financial or legal judgement.

17. Suspension and Termination

1) The Supplier may suspend the Services immediately on written notice where reasonably necessary to protect the security or integrity of the Services, to comply with law, to prevent misuse, or where Fees remain unpaid following notice and opportunity to remedy.

2) Either Party may terminate the Agreement by written notice if the other Party: 

o Commits a material breach and fails to remedy that breach within 30 days of written notice;

o Becomes insolvent, enters liquidation, ceases trading or is otherwise unable to pay its debts as they fall due; or

o Is acquired by, merges with, or becomes a direct commercial competitor of the terminating party in the IoT, energy analytics, or building automation sector.

18. Effect of Termination & 90-Day Data Purge

Upon termination or expiry of the Agreement:

1. The Customer’s right to access and use the Services shall cease;

2. The Supplier may disable access credentials and administrative access;

3. The Customer shall pay all Fees accrued up to the termination or expiry date;

4. For a period of ninety (90) days following termination or expiry, the Customer may request an export of Customer Data in a commonly used format, subject to payment of outstanding Fees and any agreed extraction or transition charges;

5. Upon expiry of the ninety (90) day post-termination period, the Supplier shall have no ongoing obligation to maintain, host or provide Customer Data, and may permanently and securely delete all tenant data and database records in accordance with its data retention and security protocols, unless retention is required by applicable law;

6. Clauses intended by their nature to survive termination shall remain in effect, including clauses relating to payment, confidentiality, intellectual property, indemnities, liability and governing law.

19. Limitation of Liability

1) Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

2) Subject to the above, the Supplier’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees paid or payable by the Customer under the Agreement during the 12 months preceding the event giving rise to the claim.

3) Neither Party shall be liable for any indirect, consequential or special loss, or for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings or loss of data, except to the extent such exclusion is not permitted by law.

20. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations where that failure or delay results from circumstances beyond its reasonable control, including utility failure, telecommunications outage, cloud infrastructure failure, industrial dispute, natural event, epidemic, governmental action or cyber incident caused by third parties.

21. Notices

Any notice under this Agreement shall be in writing and sent by email and, where appropriate, by registered post to the contact details set out in the applicable Order Form or otherwise notified in writing.

22. General

The Agreement constitutes the entire agreement between the Parties relating to its subject matter. No variation to the Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties. The Customer may not assign or transfer the Agreement without the Supplier’s prior written consent. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. A failure or delay by either Party to exercise a right shall not constitute a waiver of that right.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction to hear any dispute arising out of or in connection with this Agreement.

24. Hardware, Field Services, Advisory Support and AI (Where Applicable)

The provisions of this Section 24 apply only to the extent that physical hardware, on-site engineering, advisory hours, or artificial intelligence features are expressly specified in an applicable Order Form or Statement of Work:

• 24.1 On-Site Works and Field Engineering: Where site surveys, audits, or sensor installations are contracted, the Customer shall provide safe, timely access to plant rooms, electrical distribution boards (MDBs/MCCs), metering locations, and rooftops, alongside site inductions and permits to work. If an agreed site visit is cancelled or postponed by the Customer with less than 48 hours’ written notice, or if access is unavailable upon arrival, the Customer shall reimburse unrecoverable travel expenses and the Supplier may charge an abortive visit fee equal to 50% of the agreed day rate. Reasonable travel and subsistence expenses shall be invoiced at cost unless explicitly included in the Order Form.

• 24.2 Hardware Supply, Risk and Title: Risk of loss or damage to physical hardware (including gateways, submeters, CT clamps, and environmental sensors) transfers to the Customer upon physical delivery to the site address. Title and ownership to purchased hardware passes only upon full payment of all applicable hardware fees. The Supplier passes through the benefit of original equipment manufacturer (OEM) warranties (typically 12 months against manufacturing defects). The Customer remains responsible for ensuring that existing electrical infrastructure complies with statutory wiring regulations (Safe Electric / ETCI).

• 24.3 Advisory Support and Retainer Hours: Energy management, tariff optimization, and ESG advisory services represent expert guidance based on available telemetry and empirical models. All final operational decisions regarding physical plant, equipment setpoints, capital investment, or utility contracts remain under the exclusive control and responsibility of the Customer. Contracted advisory hours or audit days must be consumed within the applicable 12-month Subscription Term; unused hours expire at the end of each contract year, do not roll over, and are non-refundable.

• 24.4 AI and Automated Insights: Where the Services incorporate automated anomaly detection, predictive forecasting, or generative AI assistants, the Supplier guarantees that Customer Data is never used to train public or foundational AI models. AI-generated insights and recommendations are provided for decision-support purposes only and must be reviewed and verified by qualified Customer personnel prior to taking critical operational, safety, or financial actions.