Terms of Service

SPECIAL TERMS FOR PROVISIONED WORKSPACES (B2B ADDENDUM)

Effective Date: [2026]

Hierarchy of Terms

These Special Terms apply to any user accessing the Cognician platform via an invitation, mandate, or sponsorship from an employer or third‑party organization (the “Sponsoring Entity”). In the event of any conflict or inconsistency between this Addendum and the general Terms of Service below, the provisions of this Addendum shall prevail and take precedence.

By entering a provisioned workspace, you acknowledge that these Special Terms govern your relationship with Cognician and override any conflicting legacy provisions regarding consent, data ownership, or objection mechanics.

Data handling is governed by Cognician’s Privacy Policy and this Addendum.

Definition: “Sponsoring Entity”

“Sponsoring Entity” means the legal entity (e.g., employer, contractor, or organization) that has provisioned your access to the Service, whether through a Master Service Agreement, a direct Statement of Work, a Purchase Order, or an Enterprise Marketplace Subscription.

1. Nature of the Service

The Cognician platform is a professional workspace provisioned by the Sponsoring Entity. Cognician acts as a service provider to the Sponsoring Entity in delivering the Service.

2. Functional Data Processing (No Consent for Core Service Functions)

By entering this workspace, you acknowledge that the processing of your personal data and program progress is a functional requirement of the Service provisioned by the Sponsoring Entity. This processing is necessary to deliver program content, maintain secure access, and support reporting requirements agreed with the Sponsoring Entity.

Accordingly, Cognician does not rely on individual user consent as the legal basis for processing personal data for core service functions. Our authority to process such data is derived from the service agreement(s) or marketplace terms established with the Sponsoring Entity.

3. Managed Data Rights

For provisioned workspaces, Cognician facilitates the exercise of applicable data protection rights (including access, correction, and deletion) while coordinating with the Sponsoring Entity as required to align with organizational policies and legal obligations.

Requests may be submitted through Cognician’s support channels.

4. Program‑Specific Objection and Accountability

The platform provides a technical mechanism allowing you to object to data processing for specific training programs via the platform’s Privacy or Data Rights links.

An objection applies only to the specific program or module selected and will stop progress tracking and reporting for that item. You acknowledge that objecting to programs—particularly those mandated by the Sponsoring Entity—may impact your professional compliance or completion status with that organization.

Cognician is not responsible for any impact on your professional status, compliance standing, or employment relationship resulting from your decision to object to a program provisioned by the Sponsoring Entity.

1. Your Relationship with Cognician

Your use of Cognician’s products, software, services, and websites (referred to collectively as the “Services”, excluding any services provided under a separate written agreement) is subject to the terms of a legal agreement between you and Cognician.

“Cognician” means Cognician Software (Pty) Ltd, including its associated and subsidiary companies, including Cognician, Inc.

Unless otherwise agreed in writing, your agreement with Cognician includes these Universal Terms and any applicable Additional Terms. Where Additional Terms apply, they are accessible within or through the relevant Service.

If there is any contradiction between the Universal Terms and the Additional Terms, the Additional Terms take precedence for that Service.

To use the Services, you must accept these Terms. You may accept the Terms by:

• Clicking to accept or agree where this option is made available in the user interface; or
• Using the Services, in which case Cognician will treat such use as acceptance of the Terms.

For provisioned workspaces, acceptance of these Terms constitutes acknowledgement of entry into a workspace provided by the Sponsoring Entity and does not constitute consent where personal data processing is required to deliver the Service.

You may not use the Services if you are not legally able to form a binding contract or are barred under applicable law.

3. Language of the Terms

Where a translated version of these Terms is provided, the English version governs in the event of any conflict.

4. Provision of the Services by Cognician

Cognician may modify, suspend, or discontinue aspects of the Services from time to time.

You may request termination of your access at any time. Where Services are provisioned by a Sponsoring Entity, termination of access or deletion of data may require coordination with that organization.

5. Use of the Services by You

6. Your Passwords and Account Security

7. Privacy and Caring for Your Personal Information on Our Platform

For information about Cognician’s data protection practices, please review Cognician’s Privacy Policy.

Your personal data is processed in accordance with the Privacy Policy and, where applicable, the agreements in place with the Sponsoring Entity.

Personal data is used only to provide and support the Services and is not sold to third parties or used for independent marketing purposes.

Usage monitoring may occur to improve services. Where feasible, analysis is performed on aggregated or anonymized data.

Personal data may be processed in jurisdictions necessary to deliver the Services, in accordance with applicable data protection laws and the Privacy Policy.

8. Content in the Services

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Cognician (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Cognician or by the owners of that Content, in a separate agreement.

Cognician reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service.

You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable, and that, this not being Cognician’s intent, you use the Services at your own risk in this respect.

You agree that you are solely responsible for (and that Cognician has no responsibility to you or to any third party for) any Content that you create, transmit, or display while using the Services and for the consequences of your actions (including any loss or damage which Cognician may suffer) by doing so.

9. Proprietary Rights

You acknowledge and agree that Cognician (or Cognician’s licensors) own all legal rights, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information that is designated confidential by Cognician and that you shall not disclose such information without Cognician’s prior written consent.

Unless you have agreed otherwise in writing with Cognician, nothing in the Terms gives you a right to use any of Cognician’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

If you have been given an explicit right to use any of these brand features in a separate written agreement with Cognician, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Cognician’s brand feature use guidelines as updated from time to time.

Other than the limited license set forth in Section 11, Cognician acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights that subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Cognician, you agree that you are responsible for protecting and enforcing those rights and that Cognician has no obligation to do so on your behalf.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained in the Services.

Unless you have been expressly authorized to do so in writing by Cognician, you agree that in using the Services, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

10. License from Cognician

Cognician gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the software provided to you by Cognician as part of the Services as provided to you by Cognician (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Cognician, in the manner permitted by the Terms.

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Cognician, in writing.

Unless Cognician has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

11. Content License from You

You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through the Services. By submitting, posting, or displaying the content you give Cognician a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any Content that you submit, post, or display on or through the Services. This license is for the sole purpose of enabling Cognician to display, distribute, and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.

You agree that this license includes a right for Cognician to make such Content available to other companies, organizations, or individuals with whom Cognician has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

You understand that Cognician, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that this license shall permit Cognician to take these actions.

You confirm and warrant to Cognician that you have all the rights, power, and authority necessary to grant the above license.

13. Ending Your Relationship with Cognician

The Terms will continue to apply until terminated by either you or Cognician as set out below.

If you want to terminate your legal agreement with Cognician, you may do so by (a) notifying Cognician at any time, and (b) closing your accounts for all of the Services that you use, where Cognician has made this option available to you. Your notice should be sent, in writing, to Cognician’s address which is set out at the beginning of these Terms.

Cognician may, at any time, terminate its legal agreement with you if:

• You have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
• Cognician is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
• The partner with whom Cognician offered the Services to you has terminated its relationship with Cognician or ceased to offer the Services to you; or
• Cognician is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Services; or
• The provision of the Services to you by Cognician is, in Cognician’s opinion, no longer commercially viable.

Nothing in this Section shall affect Cognician’s rights regarding provision of Services under Section 4 of the Terms.

When these Terms come to an end, all of the legal rights, obligations, and liabilities that you and Cognician have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force), or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 20.7 shall continue to apply to such rights, obligations, and liabilities indefinitely.

14. EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT COGNICIAN’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

IN PARTICULAR, COGNICIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS

DO NOT REPRESENT OR WARRANT TO YOU THAT:

• YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
• YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR,
• ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
• THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COGNICIAN, OR THROUGH OR FROM THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

COGNICIAN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COGNICIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

• ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
• ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  • ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
  • ANY CHANGES THAT COGNICIAN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  • THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
  • YOUR FAILURE TO PROVIDE COGNICIAN WITH ACCURATE ACCOUNT INFORMATION;
  • YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
    

THE LIMITATIONS ON COGNICIAN’S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT COGNICIAN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

16. Copyright and Trademark Policies

It is Cognician’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

Cognician operates a trademark complaints procedure. Trademark complaints should be addressed to: complaints@cognician.com

17. Advertisements

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services, or other information.

The manner, mode, and extent of advertising by Cognician on the Services are subject to change without specific notice to you.

In consideration for Cognician granting you access to and use of the Services, you agree that Cognician may place such advertising on the Services.

18. Other Content

The Services may include hyperlinks to other websites or content or resources. Cognician may have no control over any websites or resources that are provided by companies or persons other than Cognician.

You acknowledge and agree that Cognician is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources.

You acknowledge and agree that Cognician is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such websites or resources.

19. Changes to the Terms

Cognician may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Cognician will make a new copy of the Universal Terms, and any new Additional Terms will be made available to you from within, or through, the affected Services.

You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Cognician will treat your use as acceptance of the updated Universal Terms or Additional Terms.

20. General Legal Terms

Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods that are provided by another person or company. Your use of these other services, software, or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

The Terms constitute the whole legal agreement between you and Cognician and govern your use of the Services (but excluding any services that Cognician may provide to you under a separate written agreement), and completely replace any prior agreements between you and Cognician in relation to the Services.

You agree that Cognician may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if Cognician does not exercise or enforce any legal right or remedy that is contained in the Terms (or which Cognician has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cognician’s rights and that those rights or remedies will still be available to Cognician.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which Cognician is the parent shall be third-party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms.

The Terms, and your relationship with Cognician under the Terms, shall be governed by the laws of the Republic of South Africa without regard to its conflict of law's provisions. You and Cognician agree to submit to the exclusive jurisdiction of the courts located within the Province of the Western Cape to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Cognician shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Note for Corporate Users: Your use of this Service is governed by the B2B Addendum at the top of this document.