These terms govern the commercial relationship between Cognavi and its recruiter and enterprise clients. General use of the website is governed separately by the Website Terms of Use.
This Terms and Conditions constitute an electronic record under the Information Technology Act, 2000 and the rules framed thereunder, including amendments relating to electronic records. This electronic record is generated by a computer system and does not require any physical or digital signature.
These Terms and Conditions are between:
Cognavi India Private Limited — a company incorporated under the Companies Act, 2013, having its registered office at M01, ClayWorks Opus, 3rd Floor, W-76, Door 1, Adarsh Opus, Campbell Road, Austin Town, Bengaluru, Karnataka – 560047, India (“Cognavi”). Cognavi is a subsidiary of Forum Engineering Inc., Japan, and provides technology-driven recruitment and talent management solutions through its AI/ML Platform (the “Platform”), connecting recruiters, students and universities.
The Client — the company procuring or intending to procure the Services, whose details are specified in the applicable Proforma Invoice (“PI”) issued by Cognavi and accepted by the Client.
Cognavi and the Client are collectively the “Parties” and individually a “Party”. These Terms and Conditions take effect from the Effective Date specified in the PI and are accepted by the Client in the manner set out in Term 1 (Acceptance). The PI and these Terms and Conditions together form a single, integral agreement.
In these Terms and Conditions:
Cognavi agrees to deliver the Services:
3.1 In consideration of the Services, the Client agrees to pay the Service Fees specified in the PI to the bank account designated by Cognavi.
3.2 Platform access and/or Services shall commence from the Effective Date stated in the PI. Payments shall be made per the payment schedule in the PI, in Indian Rupees (INR) or such other currency agreed by the Parties. Upon receipt of payment, Cognavi shall issue GST-compliant tax invoices.
3.3 The Client shall notify Cognavi in writing of any invoice discrepancies within ten (10) working days from the invoice date, failing which the invoice shall be deemed accepted.
3.4 If payment remains outstanding for more than fifteen (15) days beyond the due date, Cognavi may temporarily suspend access to the Platform and/or Services.
3.5 Cognavi shall be solely responsible for taxes arising from its income, gains or profits under the applicable PI.
3.6 Any VAT, consumption tax, sales tax, GST or other indirect taxes for the provision of the Services shall be borne by the Client in addition to the Service Fees. Service Fees shall be paid net of withholding tax, if any.
3.7 The Client acknowledges that the Service Fees are determined in accordance with applicable arm’s length pricing principles and Applicable Law.
4.1 Each Party receiving Confidential Information agrees to:
4.2 The obligations in Term 4.1 do not apply to information which: (a) is or enters the public domain other than through the receiving Party’s default; (b) the receiving Party can prove by documentary evidence was already in its possession free of any confidentiality obligation; (c) is subsequently disclosed by a person who did not acquire it from the disclosing Party; or (d) the receiving Party is obliged to disclose by order of a court or governmental/regulatory authority, provided it notifies the disclosing Party in advance (or as soon as lawfully able).
4.3 The receiving Party shall, on the disclosing Party’s written request, return or destroy all materials containing Confidential Information and confirm such destruction in writing as soon as reasonably practicable.
4.4 The confidentiality obligations shall survive termination or expiry of the Services, PI or these Terms and Conditions for a period of two (2) years.
To the extent personal data (as defined under the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025 (the “DPDP Act”), or other applicable law) (“Personal Data”) is received by the Parties pursuant to the PI and these Terms and Conditions, the Parties agree to:
6.1 Nothing herein authorises a Party to use, apply, exploit or infringe the other Party’s Intellectual Property without prior written consent, and any permitted usage shall comply with the PI and these Terms and Conditions and such policies as notified. The Parties undertake not to infringe any third party’s Intellectual Property.
6.2 Nothing herein confers upon the Client or any third party any rights in Cognavi’s Intellectual Property, name, trademark, logo or trading style.
6.3 Cognavi shall at all times be the sole and exclusive owner of its Intellectual Property (including software, patents, trademarks or copyrights) installed on the Client’s systems or tools pursuant to the Services.
6.4 The Client, its employees, contractors or agents shall not use the Platform or Cognavi’s Intellectual Property so as to:
Each Party represents, warrants and undertakes that:
Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”), including its promoters, officers, directors, employees, affiliates, agents, sub-contractors and representatives, from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses (including attorneys’ fees) arising out of or in connection with:
9.1 Services are provided on a best-efforts basis. Cognavi does not guarantee that any specific number of candidates will accept offers or join the Client.
9.2 Subject to Term 9.4, neither Party shall be liable for indirect, incidental, consequential, special or punitive damages arising out of or in connection with the PI and these Terms and Conditions.
9.3 Subject to Term 9.4, the maximum aggregate liability of either Party under the applicable PI shall not exceed the total Service Fees paid or payable by the Client under that PI.
9.4 The exclusions and caps in Terms 9.2 and 9.3 shall NOT apply to: (a) a Party’s indemnity obligations under Term 8; (b) breach of confidentiality (Term 4) or data protection (Term 5); (c) infringement or misuse of the other Party’s Intellectual Property (Term 6); (d) the Client’s obligation to pay Service Fees due; or (e) liability arising from fraud, gross negligence or wilful misconduct.
Cognavi may use the Client’s legal entity name solely for identification in connection with sales, marketing and advertising activities. Use of the Client’s logo or other brand marks shall require the Client’s prior written consent. Such use shall not create any liability, obligation or endorsement on the part of the Client, who shall remain the sole owner of all rights in its name and associated intellectual property. The Client may withdraw such consent prospectively on written notice.
11.1 Either Party may terminate the Services and/or applicable PI immediately if the other Party: (a) is in breach of the representations under Term 7; or (b) ceases business activity for over one (1) month, is liquidated or dissolved, requests a moratorium, stops payments, files for bankruptcy, liquidation or re-organisation, is declared bankrupt or in dissolution, or is subject to any similar legal procedure.
11.2 The Client may terminate the Services and/or applicable PI by providing fifteen (15) working days’ written notice in the event of: (a) a breach by Cognavi of its obligations, provided the breach is not attributable to the Client and is not remedied within fifteen (15) working days of written notice to cure; or (b) a breach of Terms 4, 5 or 6.
11.3 Cognavi may terminate the Services and/or applicable PI if the Client: (a) does not pay the Service Fees within thirty (30) days of the due date; or (b) breaches Terms 4, 5 or 6.
11.4 Termination without cause. Either Party may terminate without cause on at least fifteen (15) days’ prior written notice. Upon such termination, neither Party shall have further liability except for (a) obligations accrued prior to termination, and (b) terms which by their nature survive termination.
11.5 Consequences of termination. Upon termination or expiry, the Client shall within fifteen (15) days cease to use the Platform, Services and any Cognavi Confidential Information; pay all amounts due; withdraw any indication of association with Cognavi; and cease to use the other Party’s marks. Cognavi shall continue to support candidate pipelines in active hiring stages for a wind-down period not exceeding sixty (60) days from the effective date of termination. Cognavi shall not be liable for any losses the Client incurs as a result of early termination or expiration of the Term specified in the PI.
12.1 Neither Party shall be liable for any delay or failure to perform principally resulting from a Force Majeure event beyond its reasonable control.
12.2 The affected Party shall promptly give written notice and reasons to the other Party. Obligations shall be suspended for the duration of the event, and both Parties shall use reasonable efforts to resume performance as soon as possible. If performance is not resumed within ninety (90) days of written notice, the non-delaying Party may terminate with immediate effect by written notice.
13.1 These Terms and Conditions are governed by the laws of India, and the courts at Bengaluru shall have jurisdiction, subject to the arbitration provisions herein.
13.2 The Parties shall endeavour to settle any claim, dispute or controversy (“Dispute”) by mutual conciliation. Any Dispute not resolved within fifteen (15) days shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996 (the “Act”) and any statutory modification thereof. The tribunal shall consist of a sole arbitrator appointed by mutual agreement of the Parties, failing which the sole arbitrator shall be appointed in accordance with the Act.
13.3 All arbitration proceedings shall be conducted in English and the seat and venue of arbitration shall be Bengaluru, India. The award shall be final and binding on the Parties.
13.4 Distribution of arbitration costs (except counsel fees, borne by the respective Parties) shall be determined by the arbitrator. The arbitrator’s fee shall be in accordance with the fee schedule under the Act.
14.1 Entire Agreement. The PI together with these Terms and Conditions constitute the entire agreement between the Parties and supersede all prior proposals, quotations, discussions, correspondence and understandings (whether oral or written), including any prior proposal or sales communication. No representation not expressly set out herein shall be binding.
14.2 Order of Precedence. In the event of any conflict or inconsistency: the PI shall prevail in respect of commercial terms (such as fees, scope, quantities, payment schedule and Term), and these Terms and Conditions shall prevail in respect of legal terms.
14.3 Waiver. Any waiver shall be valid and binding only if made in writing and executed by or on behalf of the Parties.
14.4 Severability. If any term is held invalid, illegal or unenforceable, the remaining terms shall continue in full force and effect.
14.5 Survival. Provisions relating to confidentiality, data protection, intellectual property, indemnity, limitation of liability, dispute resolution and other terms intended to survive shall remain effective after termination or expiry.
14.6 Assignment. Neither Party may assign or transfer its rights or obligations without the other Party’s prior written consent.
14.7 Legal Relationship. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, franchise or agency relationship.
14.8 Anti-Bribery and Corruption. The Parties shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering and sanctions laws and shall not offer, solicit or accept any unlawful payments, gifts or benefits.