Cookie Policy

Overview, Parties & Acceptance

This Agreement is between you (“you”, “user”) and Kwava UK Limited (company trading as “Cognowork”). If you register or use Cognowork on behalf of a company, organisation, or other legal entity, you represent that you have the authority to bind that entity, and “you” includes that entity and its affiliates who access the Site under your account.

By using Cognowork, you agree to the Platform Terms referenced above and any policies we publish in our Privacy Centre or Legal pages. If you do not agree, do not use the Site. We may update the Platform Terms from time to time as outlined in Section 18 (Notices & Changes).

Marketplace role: Cognowork provides a marketplace and collaboration tools (“Site Services”) that enable Clients and Experts to discover each other, scope work, exchange files and messages, manage milestones, and process payments. Cognowork is not a party to the contracts for Expert Services between Clients and Experts, does not control or supervise Experts’ work, and does not provide professional services unless explicitly stated for a specific workflow (e.g., optional editorial QA).

Definitions

• “Client” – a user seeking services from Experts through the Site.
• “Expert” – an individual or agency offering services via the Site; also referred to as “AI Expert”.
• “Expert Services” – the work Experts provide to Clients (e.g., data engineering, ML engineering, LLM app development, prompt engineering, evaluation/red‑teaming, agents/automation, MLOps/LLMOps, analytics, design for AI products, documentation, training).
• “Site Services” – the marketplace, collaboration, and payment tools, and any other services Cognowork provides other than Expert Services.
• “Brief” – a Client’s project description, scope, timelines, constraints, acceptance criteria, and budget.
• “Direct Order” – a purchase initiated by a Client, either via admin assignment or an Expert accepting a task posted by an admin or Client, without a competitive bid.
• “Bid” – a proposal submitted by an Expert in response to a Brief, containing pricing, timelines, and approach.
• “Milestone” – a scoped unit of work with a deliverable, date, and amount associated with funding/release conditions.
• “Wallet/Escrow” – on‑platform mechanisms to hold Client funds for release upon Milestone approval.
• “Non‑Circumvention Period” – the period during which off‑platform contact or payments are restricted as set out in Section 7.
• “Work Product” – outputs created by an Expert for a Client, including code, models, prompts, documentation, designs, datasets (as permitted), and other deliverables.

Eligibility, Registration & Account Security

You must be at least 18 years old and able to enter into a legally binding contract to use the Site. You agree to provide accurate information during registration and to keep your details up to date. We may require identity or business verification (KYC/KYB) and request supporting documents (e.g., government ID, proof of address, business registry documents) to maintain trust and comply with law.

You are responsible for all activity that occurs under your account. Keep credentials confidential, use strong passwords and multi‑factor authentication where offered, and notify support@cognowork.com promptly if you suspect unauthorised use or a security incident. We may suspend accounts to protect users and the platform.

Corporate or team accounts must ensure that only authorised personnel access the Site. You remain responsible for the actions of your authorised users.

Roles, Marketplace Model & Relationship

Cognowork is a marketplace. We introduce and facilitate but do not employ Experts or provide Expert Services on behalf of Clients. Unless a specific workflow states otherwise (e.g., editorial QA), Cognowork is not a party to the contract between Client and Expert. Experts decide when and how to work, provide tools and equipment, and are responsible for results and compliance with applicable laws (tax, employment, export, professional regulations, etc.).

Clients are responsible for drafting clear Briefs, funding Milestones, reviewing deliverables promptly, and making acceptance decisions. Experts are responsible for proposing realistic timelines, disclosing dependencies and third‑party costs, and delivering Work Product that meets agreed acceptance criteria.

Nothing creates an employment, partnership, franchise, or joint venture between Cognowork and a user. You will not represent otherwise.

Briefs, Bidding, Direct Orders & Milestones

5.1 Creating a Brief

Clients should outline goals, constraints, success metrics, acceptance criteria, budget, timelines, and any security or compliance requirements. Clear specs increase the chance of a successful outcome. Cognowork may provide templates to help you scope.

5.2 Bidding

In Bidding flows, Experts submit proposals with pricing (fixed or time‑based), plan, and schedule. Clients can compare proposals and select the Expert whose approach, price, and track record best fit the Brief.

5.3 Direct Orders

In Direct Orders, Clients select an Expert or an admin assigns a task, and scope is agreed without competitive bids. Direct Orders often use predefined packages, rate cards, or short briefs.

5.4 Milestones & Acceptance

Projects typically break into Milestones with funded amounts and specific deliverables. After submission, Clients must review within the agreed review window (e.g., 5–10 business days unless otherwise specified). If no response is provided within the window, Cognowork may deem the Milestone accepted for release. Experts agree to reasonable revisions within the agreed revision policy.

5.5 Changes & Out‑of‑Scope Work

Changes to scope, budget, or timeline should be documented on‑platform before work proceeds. Additional fees may apply. Work performed off‑platform or outside approved scope may not be protected by our dispute process.

Payments, Fees, Taxes & Invoicing

6.1 Wallet/Escrow & Funding

Clients fund Milestones through supported payment methods. Funds may be held in an on‑platform Wallet or escrow‑like mechanism until Client approval, subject to the Fee Schedule. Cognowork is not a bank; funds are not deposits and may be held by third‑party payment providers.

6.2 Service Fees

We charge fees to Experts and/or Clients as set out in our Fee Schedule. Fees may vary by category, geography, payment method, or product. We may charge currency conversion or payout fees where applicable.

6.3 Invoicing & Release

Upon acceptance of a Milestone, the corresponding funds (less fees) are released to the Expert’s payout method. Cognowork or its payment partners may generate tax invoices/receipts for the payer and payout statements for the recipient.

6.4 Refunds

Refunds may be available through the dispute process (Section 12) or under applicable law. Chargebacks initiated outside the platform may lead to account actions while we investigate.

6.5 Taxes

Users are responsible for all applicable taxes arising from transactions on the Site (e.g., VAT/GST, income tax, self‑employment tax). Where required, Cognowork may collect and remit transactional taxes, and may request tax information (e.g., VAT numbers, W‑8/W‑9 in the U.S.). You consent to electronic delivery of tax documents.

Non‑Circumvention & Off‑Platform Policy

To safeguard marketplace integrity, you agree not to circumvent Cognowork by moving communications or payments off‑platform for any Client–Expert relationship formed through the Site during the Non‑Circumvention Period of 24 months from the later of (a) first contact on the Site or (b) most recent transaction between the same Client and Expert.

During this period, you will not (i) share means of direct contact before an engagement is established on‑platform; (ii) solicit or accept off‑platform payments for related work; or (iii) migrate projects without an approved conversion in accordance with the Fee Schedule. If you wish to convert a relationship off‑platform, contact support@cognowork.com to discuss a conversion fee and documentation.

Violations may result in suspension, removal, and assessment of conversion or damages consistent with our Fee Schedule and law.

Work Product, IP & Licences

8.1 Ownership by Default

Unless the parties agree otherwise in writing within the Brief or order, and subject to full payment, the Client acquires ownership of Work Product specifically created for the Client, excluding: (i) pre‑existing materials and tools; (ii) generic know‑how, methods, skills; (iii) third‑party components under separate licences; and (iv) model weights trained on the Expert’s proprietary corpora unless expressly transferred.

8.2 Pre‑Existing Materials & Background IP

Experts retain ownership of their Background IP (including reusable code, libraries, prompts, templates). Experts grant the Client a worldwide, perpetual, non‑exclusive licence to use Background IP solely as incorporated in the Work Product, to the extent necessary for the Client to use the Work Product for its internal purposes.

8.3 Open‑Source & Third‑Party Content

If Work Product includes open‑source or third‑party components, those are governed by their respective licences. Experts shall disclose material third‑party licences and comply with attribution and notice obligations. Clients agree to comply with those terms.

8.4 Moral Rights & Attribution

Where permitted by law, Experts waive or agree not to enforce moral rights against Clients for permitted uses of Work Product. Clients may attribute Experts as authors where appropriate, subject to confidentiality and branding guidelines.

8.5 Tools & Hosting

Experts may use third‑party tools, APIs, and model providers (e.g., cloud AI services) to deliver Work Product. Clients are responsible for their own licences and usage‑based fees unless expressly included in the order. The parties should specify hosting responsibilities for models, data, and applications (e.g., Client cloud vs. Expert environment).

Generative AI, Models & Open Source

Generative AI is a core part of Cognowork’s marketplace. To promote transparency and responsible use:

• Disclosure: Experts must disclose material use of generative AI in the creation of Work Product where disclosure is required by the Brief or applicable law (e.g., consumer‑facing outputs subject to labelling rules).
• Rights & Clearances: Experts warrant they have rights to use models, datasets, or prompts relied upon, and that outputs delivered to Clients do not intentionally infringe third‑party rights.
• Safety: Experts shall follow reasonable safety and evaluation practices for risky deployments (e.g., model red‑teaming where appropriate) and document limitations and residual risks.
• Open Source: Where open‑source models or libraries are incorporated, Experts must comply with their licences and provide required notices to Clients.
• Evaluation & Benchmarks: Experts should avoid misleading benchmark claims; any benchmark results should include testing context and limitations.

Confidentiality, Data Protection & Privacy

10.1 Confidentiality

Each party may receive non‑public information from the other. You agree to use such information only for the project, protect it at least as carefully as your own similar information, and not disclose it except to personnel and subcontractors with a need to know and who are bound by confidentiality obligations. Confidentiality does not apply to information that is or becomes public through no fault, is independently developed, or is rightfully received without duty of confidentiality.

10.2 Personal Data

Our processing of personal data is described in the Privacy Policy. If Expert Services involve processing personal data on behalf of a Client, the parties may need a data processing agreement (DPA). Clients are responsible for determining if a DPA is required and for providing necessary instructions and lawful bases.

10.3 Security

Experts should follow reasonable security practices proportionate to the project’s sensitivity (e.g., encryption in transit, least privilege, secrets handling). Do not transfer sensitive data off agreed environments or into third‑party tools without approval.

Reviews, Ratings & Community Standards

The feedback system exists to promote transparency. You agree to provide honest reviews and not coerce or trade feedback. You will follow our Community Standards/Code of Conduct, including non‑discrimination, anti‑harassment, and accuracy requirements. We may remove feedback that violates policy or law.

Disputes, Refunds & Resolution

If an issue arises, use on‑platform tools for clarifications, extensions, and revision requests. If no resolution is reached, either party may open a dispute. We may request documentation, conduct a review, and make a determination regarding release or refund of disputed funds in Wallet/Escrow. Our decision in the platform dispute process is intended to be a fast, equitable marketplace remedy and does not waive either party’s legal rights. For larger disputes, the forum provisions in Section 19 apply.

Refunds may be issued to the original payment method or as wallet credits, subject to provider constraints. Abuse of disputes or chargebacks may lead to account actions.

Warranties & Disclaimers

13.1 Expert Warranties

• Expert has the right and authority to enter into this Agreement and perform the services.
• Work Product will substantially conform to the agreed acceptance criteria at the time of delivery.
• To Expert’s knowledge, Work Product does not intentionally infringe third‑party intellectual property rights.
• Expert will comply with applicable laws and professional standards.

13.2 Client Warranties

• Client has the right to provide materials and instructions to Expert and grants necessary licences for project purposes.
• Client will not require unlawful or unsafe activity and will promptly review and accept or request revisions in good faith.

13.3 Site Services Disclaimers

The Site Services are provided “as is” and “as available”. We do not warrant that the Site will be uninterrupted, error‑free, or free from harmful components. We do not guarantee specific project outcomes. Except as required by law, we disclaim all implied warranties (merchantability, fitness, non‑infringement, and others).

Indemnities

You agree to defend, indemnify, and hold harmless Cognowork, its affiliates, and their officers, directors, and personnel from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of: (a) your content or materials; (b) your Expert Services or use of Work Product; (c) your breach of this Agreement or law; or (d) disputes between you and another user. We may, at our option, assume control of the defence; you will cooperate as reasonably requested.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for: (i) indirect, incidental, special, consequential, exemplary, or punitive damages; (ii) loss of profits, revenue, goodwill, or data; or (iii) business interruption or procurement of substitute services, even if advised of the possibility. Except for payment obligations, confidentiality breaches, or indemnities, each party’s total liability arising out of or related to this Agreement will not exceed the greater of: (a) the fees you paid to Cognowork for Site Services in the 6 months preceding the event giving rise to liability; or (b) £5,000.

Nothing limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

Term, Suspension & Termination

This Agreement begins when you accept it and continues until terminated by you or us. You may close your account at any time, subject to completing open projects and paying amounts due. We may suspend or terminate access for policy violations, fraud risk, legal compliance, or extended inactivity.

Upon termination, you must stop using the Site. Sections intended to survive (including fees, IP provisions, confidentiality, indemnities, limitations of liability, dispute provisions, and definitions) will continue to apply.

Export, Sanctions & Anti‑Corruption

You will comply with applicable export control and sanctions laws, including those of the UK, EU, and U.S. You represent that you are not on a restricted party list and will not use the Site to engage in prohibited transactions. You will comply with anti‑corruption and anti‑bribery laws (e.g., UK Bribery Act) and not offer anything of value to improperly influence a decision.

Notices, Changes & Electronic Communications

We may provide notices by email, in‑product messages, or posting to the Site. You agree to receive communications electronically and that they satisfy legal requirements for written notice. We may update this Agreement and related policies to reflect changes in law, technology, or our services. We will post the new effective date and, where changes are material, provide reasonable prior notice through the Site or email. Continued use after changes take effect constitutes acceptance.

Formal notices to Cognowork should be sent to legal@cognowork.com and to our registered office at: [Insert company address].

Governing Law, Venue & Arbitration

This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of England and Wales, without regard to conflict‑of‑laws rules.

Venue: The courts of England and Wales will have exclusive jurisdiction, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect confidential information or intellectual property.

Optional arbitration for U.S. residents: If you are domiciled in the United States, upon written agreement of both parties after a dispute arises, the dispute may be submitted to binding arbitration under the rules of a recognised provider. Any arbitration will take place in a mutually agreed location and language, and the arbitrator may award individual relief as permitted by law. Class arbitrations and class actions are not permitted without both parties’ consent.

Miscellaneous

• Entire Agreement: This Agreement, together with the Platform Terms, forms the entire agreement between you and Cognowork regarding the Site, superseding prior understandings.
• Order of Precedence: If a conflict exists between this Agreement and a specific order or DPA, the order or DPA controls for its subject matter; otherwise this Agreement controls.
• Assignment: You may not assign or transfer your rights or obligations without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
• Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control (e.g., natural disasters, war, labour disputes, internet or utility failures, provider outages).
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be enforced to the maximum extent permitted.
• No Waiver: A failure to enforce any provision is not a waiver of that or any other provision.
• Headings: Headings are for convenience only and do not affect interpretation.
• Language: We provide this Agreement in English; translations are for convenience only.

Contact

Legal notices and questions: legal@cognowork.com

Privacy and data protection: privacy@cognowork.com

Support: support@cognowork.com

Registered office: [Insert company address]