General Conditions

In these General Conditions, the following terms shall have the meanings set out below:

"Agreement" means the agreement between Cognit and the Customer, consisting of these General Conditions, the applicable Order Form, and any annexes, schedules, or amendments thereto.

"AI Features" means the optional artificial intelligence-powered functionalities of the Software, including but not limited to intelligent search, content recommendations, and text generation, which operate through the Customer's own Microsoft Azure OpenAI services within the Customer's Microsoft 365 Tenant.

"Authorized Partner" means a third party that has entered into a separate partner agreement with Cognit and is authorized to resell or refer the Software and/or provide Implementation Services to customers on behalf of or in collaboration with Cognit.

"Cognit" means Cognit BV, with registered office at Gasthuisstraat 54, 1760 Roosdaal, Belgium, VAT BE 0891.127.518, the developer and licensor of the Involv Intranet software.

"Customer" means the natural or legal person entering into the Agreement with Cognit or with an Authorized Partner for the use of the Software and/or the provision of Services.

"Customer Data" means all data, content, documents, metadata, and personal data stored, processed, or managed by the Customer within its Microsoft 365 Tenant in connection with the use of the Software.

"Documentation" means the user guides, technical documentation, release notes, knowledge base articles, and other materials made available by Cognit describing the features, functionality, and use of the Software.

"Effective Date" means the date on which the Agreement enters into force, as specified in the Order Form.

"EULA" means the End User License Agreement governing the end-user's right to use the Software, as published at https://www.involv-intranet.com/eula/ or as otherwise communicated by Cognit.

"Implementation Services" means the optional professional services for the configuration, customization, migration, training, and deployment of the Software, as described in a Statement of Work.

"Microsoft 365 Tenant" means the Customer's own Microsoft 365 cloud environment, including SharePoint Online, Azure Active Directory, and related Microsoft services, which is managed and controlled by the Customer.

"Order Form" means the document (including any commercial proposal or quotation) that specifies the commercial terms of the Agreement, including the Software tier, number of licensed users, subscription fees, term, and any optional services.

"Proof of Concept" or "PoC" means a time-limited evaluation of the Software for the purpose of assessing its suitability for the Customer's needs, as further described in Article 4.

"Software" means the Involv Intranet software solution in the edition specified in the Order Form (Core, Professional, or Enterprise), including all updates, patches, and new releases made generally available by Cognit during the Subscription Term.

"Statement of Work" or "SOW" means a document describing the scope, deliverables, timelines, and fees for Implementation Services.

"Subscription Fees" means the recurring fees payable by the Customer for the right to use the Software, as specified in the Order Form.

"Subscription Term" means the initial term and any renewal term(s) of the Agreement, as specified in Article 12.

"Service Level Agreement" or "SLA" means the optional service level terms that may be agreed between the Parties, as further described in Article 6.

In the event of a conflict between these General Conditions and the Order Form, the Order Form shall prevail. In the event of a conflict between these General Conditions and a Statement of Work, these General Conditions shall prevail unless the Statement of Work expressly states otherwise.

The Software is a user experience and content management layer built on top of Microsoft 365 and SharePoint Online. It enhances the Customer's existing Microsoft 365 environment with improved navigation, templating, content presentation, and collaboration features.

The Customer acknowledges and agrees that the Software operates entirely within the Customer's Microsoft 365 Tenant. Cognit does not host, store, replicate, or process any Customer Data on its own servers or on any external infrastructure. All content, user data, documents, metadata, and personal data reside solely within the Customer's Microsoft 365 Tenant and are subject to the Customer's own Microsoft 365 configuration, security settings, and data governance policies.

The Software leverages SharePoint's native APIs, data structures, and security model. All operations (create, read, update, delete) are executed through the logged-in user's permissions and identity. The Software does not modify the underlying data architecture of SharePoint Online.

The Customer is solely responsible for the configuration, security, availability, backup, and compliance of its Microsoft 365 Tenant, including all applicable Microsoft service level agreements. Cognit shall not be liable for any downtime, data loss, or security incidents attributable to the Microsoft 365 platform or to the Customer's configuration thereof.

The Parties acknowledge the Software's significant dependency on Microsoft 365 and SharePoint Online. Changes to the Microsoft 365 platform, including but not limited to API modifications, feature deprecations, or policy changes, may affect the functionality or performance of the Software. Cognit shall use commercially reasonable efforts to adapt the Software to material changes in the Microsoft 365 platform, but shall not be liable for any loss of functionality or performance attributable to such changes.

Cognit collects pseudonymized usage data within the Customer's Microsoft 365 Tenant for the purposes of measuring product adoption, improving product quality, and enhancing customer support. This telemetry is enabled by default and may be disabled by the Customer upon written request to Cognit.

The usage data collected consists of audit logs containing pseudonymized identifiers (UIDs) that do not directly identify natural persons. Cognit cannot determine the identity of the individual user who performed any given action from the UID alone. The data collected relates to feature usage patterns, navigation flows, and product interaction metrics.

The Customer acknowledges that disabling product telemetry may limit Cognit's ability to provide proactive support and product improvements tailored to the Customer's usage patterns.

Separately, the Software transmits a daily count of active users to Cognit's systems for the sole purpose of license compliance verification ("License Telemetry"). The License Telemetry does not contain personal data or pseudonymized identifiers—it consists only of an aggregate numerical count. The License Telemetry is mandatory and cannot be disabled, as it is required for Cognit to verify compliance with the applicable license terms. The Customer shall not interfere with, block, or otherwise circumvent the License Telemetry.

Where the Customer has enabled AI Features, the Customer acknowledges that:

• AI Features operate through the Customer's own Microsoft Azure OpenAI services within the Customer's Microsoft 365 Tenant. Cognit does not process, access, or store any data processed by the AI Features.
• AI-generated outputs (including search results, summaries, recommendations, and generated content) are provided on an "as-is" basis and may contain inaccuracies, omissions, or errors. The Customer is solely responsible for reviewing, validating, and approving any AI-generated output before relying upon it.
• Cognit shall not be liable for any decisions made, actions taken, or outcomes arising from the Customer's use of or reliance on AI-generated outputs.
• The Customer is responsible for compliance with all applicable laws and regulations governing the use of artificial intelligence, including any sector-specific requirements applicable to the Customer's industry.

Subject to the terms of this Agreement and payment of the applicable Subscription Fees, Cognit grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license to install and use the Software on the Customer's Microsoft 365 Tenant during the Subscription Term, for the number of users specified in the Order Form.

The Software is available in three editions: Core, Professional, and Enterprise. The features and capabilities included in each edition are described in the Documentation and the applicable Order Form. Access to features is determined by the edition licensed by the Customer.

The Customer shall not, and shall not permit any third party to:

1. decompile, disassemble, or reverse engineer the Software or otherwise attempt to gain access to its source code, except to the extent expressly permitted by applicable mandatory law;
2. copy, modify, adapt, translate, or create derivative works of the Software;
3. rent, lease, loan, sublicense, distribute, or otherwise make the Software available to any third party, except as expressly permitted under this Agreement;
4. use the Software to develop a competing product or service;
5. remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
6. use the Software in excess of the licensed user count specified in the Order Form; or
7. use the Software in any manner that violates applicable laws or regulations.

Where the Customer has obtained the Software through an Authorized Partner, the license grant under this Article 3 shall apply directly between Cognit and the Customer. The Authorized Partner's role may include the resale or referral of the Software, the provision of Implementation Services, and/or the provision of first-line support, as specified in the applicable Order Form or partner arrangement. The Authorized Partner's involvement does not affect the direct licensing relationship between Cognit and the Customer.

Cognit may offer the Customer a Proof of Concept for the purpose of evaluating the Software. Unless otherwise agreed in writing, the following terms apply to any PoC:

• The PoC shall have a duration of no more than sixty (60) days from the date of installation.
• The PoC fee is specified in the Order Form and is payable upon commencement of the PoC.
• Upon expiration of the PoC, the Customer may convert to a full subscription by executing an Order Form. If the Customer does not convert, the Customer shall immediately cease all use of the Software and uninstall it from its Microsoft 365 Tenant.
• The PoC fee shall not be credited against future Subscription Fees unless expressly agreed in the Order Form.
• During the PoC, the Software is provided "as is" without any warranty of availability or performance. The limitation of liability provisions of Article 10 shall apply.
• The Software may include technical measures to prevent use beyond the PoC period.

Implementation Services are optional and are governed by a separate Statement of Work. Implementation Services may include, but are not limited to: kick-off and discovery workshops, configuration and branding, content migration, training, go-live support, and a hypercare period.

Implementation Services may be provided by Cognit directly or by an Authorized Partner. Where Implementation Services are provided by an Authorized Partner, the Customer's contractual relationship for such services is with the Authorized Partner, not with Cognit. Cognit shall not be liable for the acts, omissions, quality, or timeliness of Implementation Services provided by an Authorized Partner.

The Customer shall provide Cognit or the Authorized Partner with timely access to its Microsoft 365 Tenant, relevant stakeholders, and all information reasonably necessary for the performance of the Implementation Services. Delays caused by the Customer's failure to cooperate shall entitle Cognit or the Authorized Partner to adjust timelines and, where applicable, to charge for additional effort at the rates specified in the SOW.

Upon completion of the Implementation Services as described in the SOW, the Customer shall have a period of ten (10) business days to verify that the deliverables conform to the agreed specifications. If the Customer does not provide written notice of non-conformity within this period, the deliverables shall be deemed accepted. If non-conformities are identified, Cognit or the Authorized Partner shall use reasonable efforts to remedy them within a reasonable period.

Cognit provides standard support for the Software from Monday to Friday, 09:00 to 17:00 CET (excluding Belgian public holidays), via email ([email protected]), phone (+32 2 669 05 80), and the Involv support portal.

Standard support includes assistance with software incidents and product guidance through an online knowledge base and instructional videos. General how-to questions regarding the use of the Software are not included in standard support and are addressed through the Documentation and self-service resources.

Standard support is included in the Subscription Fees.

Enhanced service levels, including extended support hours, guaranteed response and resolution times, and dedicated support contacts, are available as a paid add-on and are governed by a separate Service Level Agreement (SLA). The terms, scope, and fees for enhanced service levels are specified in the applicable SLA.

Where the Customer has obtained the Software through an Authorized Partner, first-line support (including incident triage, configuration assistance, and user guidance) is provided by the Authorized Partner. Cognit provides second-line and third-line support to the Authorized Partner. The Customer's SLA for first-line support is with the Authorized Partner, not with Cognit.

Support obligations under this Article apply exclusively to the Involv Intranet software. Issues arising from the Microsoft 365 platform, including SharePoint Online availability, Azure Active Directory, or other Microsoft services, are outside the scope of Cognit's support obligations. The Customer is responsible for monitoring the health of its Microsoft 365 environment and for engaging Microsoft support as necessary.

The Customer shall pay the Subscription Fees as specified in the Order Form. Subscription Fees are based on a tiered per-user model, billed annually in advance. The applicable tier is determined by the total number of users within the Customer's organization as specified in the Order Form.

All fees are exclusive of applicable taxes, which shall be borne by the Customer.

Cognit may adjust the Subscription Fees at the start of each renewal period by providing the Customer with at least sixty (60) days' written notice prior to the renewal date. If the Customer does not agree to the adjusted fees, the Customer may terminate the Agreement in accordance with Article 12.

Invoices shall be payable within thirty (30) days from the invoice date by transfer to the bank account specified on the invoice.

In the event of total or partial non-payment on the due date, interest shall automatically and without notice be due on the unpaid and undisputed portion of the invoice at a rate equal to the Belgian legal interest rate for commercial transactions (as published pursuant to the Act of 2 August 2002 on combating late payment in commercial transactions) plus three percent (3%) per annum, calculated on a simple (non-compounding) basis.

If any undisputed invoice remains unpaid for more than thirty (30) days after the due date, Cognit may, upon fifteen (15) days' written notice:

1. withhold all support services, software updates, new releases, and patches until all outstanding amounts have been paid;
2. suspend the provision of any ongoing Implementation Services or other professional services; and
3. if payment remains outstanding for more than sixty (60) days after the due date, terminate the Agreement with immediate effect by written notice, in which case all Subscription Fees for the remainder of the then-current term shall become immediately due and payable as accelerated damages.

The exercise of any remedy under this Article shall not relieve the Customer of its payment obligations nor prejudice Cognit's right to claim additional damages or interest under Article 7.3.

Fees for Implementation Services, enhanced SLA, and any other optional services are specified in the applicable SOW, SLA, or Order Form and are invoiced separately from Subscription Fees.

All intellectual property rights in and to the Software, the Documentation, and any modifications, enhancements, or derivative works thereof (whether created by Cognit, the Customer, or a third party) are and shall remain the exclusive property of Cognit and/or its licensors. Nothing in this Agreement shall be construed as a transfer, sale, or assignment of any intellectual property rights to the Customer.

As between the Parties, the Customer retains all rights, title, and interest in and to the Customer Data. Cognit does not acquire any rights to Customer Data by virtue of this Agreement.

If the Customer provides Cognit with suggestions, ideas, enhancement requests, or other feedback relating to the Software ("Feedback"), Cognit may freely use, incorporate, and commercialize such Feedback without restriction and without any obligation or compensation to the Customer.

The Software may incorporate open source software components. A list of such components and their applicable licenses is available upon request. Nothing in this Agreement limits the Customer's rights under the applicable open source licenses, and nothing in such licenses limits Cognit's rights under this Agreement.

Given the architecture described in Article 2.2, the Customer is the data controller for all personal data within its Microsoft 365 Tenant. In the ordinary course of the Customer's use of the Software, Cognit does not process personal data on behalf of the Customer.

In limited circumstances, such as during the provision of Implementation Services, the provision of support (including incident resolution, configuration assistance, and troubleshooting), or other services requiring access to the Customer's environment, Cognit personnel may temporarily access the Customer's Microsoft 365 Tenant. In such cases, Cognit acts as a data processor on behalf of the Customer. Such access shall only occur when explicitly requested or authorized by the Customer, and shall be limited in scope and duration to what is strictly necessary.

To the extent that Cognit processes personal data on behalf of the Customer, such processing shall be governed by Cognit's Data Processing Agreement ("DPA"), as published at https://www.involv-intranet.com/dpa/ (or such other URL as Cognit may communicate from time to time), which is incorporated herein by reference and forms an integral part of this Agreement. In the event of a conflict between the DPA and this Agreement with respect to the processing of personal data, the DPA shall prevail.

The Customer shall comply with all applicable data protection laws and regulations in its use of the Software, including the General Data Protection Regulation (EU) 2016/679. The Customer is solely responsible for ensuring that its collection, storage, and processing of personal data within its Microsoft 365 Tenant complies with applicable law.

Cognit is committed to maintaining industry-standard information security practices. Cognit is pursuing ISO 27001 certification, which is expected to be obtained by Q3 2026. Upon obtaining certification, Cognit shall maintain such certification and shall make its current certification status available upon request.

Cognit warrants that during the Subscription Term, the Software will substantially conform to the functionality described in the Documentation. The Customer's sole and exclusive remedy for a breach of this warranty is that Cognit shall, at its option, either (a) modify the Software to correct the non-conformity, or (b) replace the Software with software of substantially similar functionality, provided that the Customer has reported the non-conformity in writing with sufficient detail to enable Cognit to reproduce it.

This warranty does not apply to non-conformities caused by: (i) modifications to the Software not performed or authorized by Cognit; (ii) use of the Software in a manner not contemplated by the Documentation; (iii) the Customer's Microsoft 365 Tenant configuration; or (iv) third-party software, hardware, or services.

Cognit reserves the right to modify, enhance, or deprecate features of the Software at its sole discretion as part of its ongoing product development. No prior acceptance or approval from the Customer is required for such modifications.

Where Cognit intends to deprecate or materially reduce the functionality of a feature that is generally available, Cognit shall provide at least six (6) months' advance notice to the Customer. Where such feature has been expressly listed as a material feature in the Customer's Order Form, the notice period shall be twelve (12) months.

During the applicable notice period, Cognit shall use commercially reasonable efforts to provide migration paths, alternative functionality, or workarounds. If the deprecation materially and adversely affects the Customer's use of the Software and no reasonable alternative is available, the Customer's sole remedy shall be to terminate the Agreement in accordance with Article 12.

EXCEPT FOR THE LIMITED WARRANTY IN ARTICLE 10.1, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.4.1 To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for any indirect, consequential, incidental, or special damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of anticipated savings, reputational damage, or the cost of procuring substitute goods or services, regardless of the form of action and even if such Party has been advised of the possibility of such damages.

10.4.2 Subject to Article 10.4.3, the aggregate liability of Cognit to the Customer under or in connection with this Agreement shall not exceed the total amount of Subscription Fees actually paid by the Customer to Cognit during the six (6) month period immediately preceding the event giving rise to such liability.

10.4.3 Nothing in this Article shall limit or exclude either Party's liability for: (i) willful misconduct or fraud; (ii) death or personal injury caused by negligence; (iii) breach of Article 8 (Intellectual Property) or Article 11 (Confidentiality); or (iv) any other liability that cannot be limited or excluded under applicable law.

10.5.1 By Cognit. Cognit shall indemnify and hold harmless the Customer against claims by third parties alleging that the Software (as provided by Cognit) infringes the intellectual property rights of such third party, provided that the Customer: (a) promptly notifies Cognit of such claim; (b) grants Cognit sole control of the defense and settlement; and (c) provides reasonable cooperation at Cognit's expense.

10.5.2 By Customer. The Customer shall indemnify and hold harmless Cognit against claims arising from: (a) the Customer's use of the Software in violation of this Agreement or applicable law; (b) the Customer Data; or (c) the Customer's failure to comply with applicable data protection laws.

All indemnification obligations under this Article are subject to the liability caps set forth in Article 10.4.

Each Party undertakes to keep confidential all information of a confidential nature received from the other Party in connection with this Agreement ("Confidential Information"), including but not limited to business plans, pricing, technical specifications, customer lists, and the terms of this Agreement. Each Party shall protect the other Party's Confidential Information with the same degree of care it uses to protect its own, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction.

The confidentiality obligations under this Article shall survive termination of this Agreement for a period of five (5) years.

Cognit may reference the Customer as a customer of Involv Intranet, including the use of the Customer's name and logo on customer listings, websites, and similar marketing materials. The Customer may opt out of such references by written notice to Cognit at any time.

The Agreement shall commence on the Effective Date and shall continue for the initial term specified in the Order Form.

Unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term, the Agreement shall automatically renew for successive periods of one (1) year at the then-current Subscription Fees (subject to any fee adjustment notified in accordance with Article 7.2).

Either Party may terminate this Agreement with immediate effect by written notice if:

1. the other Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach;
2. the other Party becomes subject to bankruptcy, insolvency, receivership, or similar proceedings; or
3. a force majeure event continues for a period of three (3) months or more.

The Customer may terminate this Agreement for convenience effective at the end of the then-current term (whether initial or renewal) by providing written notice of non-renewal at least ninety (90) days prior to the end of such term. Termination for convenience during the initial term is not permitted. Subscription Fees paid in advance are non-refundable.

Upon termination or expiry of this Agreement:

1. the Customer's license to use the Software shall immediately terminate, and the Customer shall uninstall the Software from its Microsoft 365 Tenant within thirty (30) days and provide Cognit with written confirmation of such uninstallation. If the Customer fails to provide such confirmation within thirty (30) days after termination, the Customer shall be deemed to have continued using the Software, and Cognit shall be entitled to invoice the Customer for an additional term of one (1) year at the then-current Subscription Fees;
2. each Party shall return or destroy all Confidential Information of the other Party;
3. all outstanding invoices shall become immediately due and payable; and
4. the following provisions shall survive termination: Article 8 (Intellectual Property), Article 9 (Data Protection), Article 10 (Warranty and Liability), Article 11 (Confidentiality), Article 12.7 (Continuity of Use), Article 13 (Governing Law), and any other provision that by its nature is intended to survive.

Upon termination, all Customer Data remains in the Customer's Microsoft 365 Tenant and is not affected by the termination of this Agreement. Cognit does not retain, delete, or modify any Customer Data upon termination. The Customer is solely responsible for managing its own data.

The Parties acknowledge that the Software is installed and operates within the Customer's own Microsoft 365 Tenant. Cognit confirms that the Software does not contain any hard-coded mechanisms, time-locks, or remote disabling features that would prevent the Customer from continuing to use the Software in the event of termination or expiry of this Agreement, subject to Article 12.5.

In the event that Cognit (i) becomes the subject of bankruptcy, insolvency, or moratorium proceedings, (ii) ceases its activities or contractual product support without appointing a competent successor, or (iii) is wound up or dissolved, the Customer shall retain a non-exclusive, non-transferable, royalty-free right to continue using the version of the Software installed on its Microsoft 365 Tenant at the time of such event, solely for the Customer's internal business purposes and without any right to distribute, sublicense, or commercialize the Software.

This continuity right is provided as-is, without any warranty, support, maintenance, or update obligation on the part of Cognit or its successors. The Customer acknowledges that continued use without support may result in reduced functionality as the underlying Microsoft 365 platform evolves.

This Article 12.7 shall survive termination of this Agreement.

This Agreement shall be governed by and construed in accordance with Belgian law, without regard to its conflict of laws provisions.

Any dispute arising under or in connection with this Agreement that cannot be resolved amicably within thirty (30) days shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.

The governing language of this Agreement is English. The Parties confirm their express wish that this Agreement and all related documents and notices be drawn up in the English language.

This Agreement (including the Order Form, any SOW, SLA, and DPA) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, negotiations, and communications, whether written or oral.

These General Conditions may be updated by Cognit from time to time. Updated versions shall be published on Cognit's website. Continued use of the Software after the publication of updated General Conditions constitutes acceptance of the updated terms.

Changes to the Order Form or SOW require written agreement by both Parties.

The Customer may not assign this Agreement or any rights hereunder without the prior written consent of Cognit. Cognit may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor assumes all obligations under this Agreement.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver of any breach shall be deemed a waiver of any subsequent or prior breach.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by an event beyond the reasonable control of the affected Party, including but not limited to natural disasters, pandemics, government actions, internet outages, or failures of the Microsoft 365 platform.

All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form, by registered mail or email with confirmation of receipt.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship.

Neither Party may, during the term of this Agreement and for a period of one (1) year thereafter, solicit, recruit, or otherwise engage any employee, freelancer, or consultant of the other Party who is involved in the performance of this Agreement, without the prior written consent of that Party.

CONTACT INFORMATION

These General Conditions are issued by:

Cognit BV

Gasthuisstraat 54

1760 Roosdaal, Belgium

VAT: BE 0891.127.518

Phone: +32 2 669 05 80

Email: [email protected]

Web: https://www.involv-intranet.com

For legal inquiries: [email protected]

For support inquiries: [email protected]

Privacy and data protection: https://www.involv-intranet.com/privacy/