Version 1.1 · Effective February 1, 2026
Last updated: February 1, 2026. Please read these terms carefully before using the Sandhed platform.
These Terms of Service ("Terms") constitute a legally binding agreement between you and Cognition ApS, a company registered in Denmark ("Cognition", "we", "us", or "our"), governing your access to and use of the Sandhed IoT Digital Twin platform and related services (collectively, the "Service").
By accessing or using the Service, or by clicking "Accept" when presented with these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "Customer" or "you" refers to that organization.
If you do not agree to these Terms, you may not access or use the Service.
In these Terms, the following definitions apply:
The Service provides an IoT digital twin platform that enables organizations to:
We reserve the right to modify, enhance, or discontinue any aspect of the Service at any time. We will provide at least thirty (30) days' written notice of any material changes that may adversely affect your use of the Service.
4.1 Account Creation. To access the Service, Customer must create an organization account. Customer is responsible for providing accurate and complete registration information and keeping this information current.
4.2 Account Security. Customer is responsible for maintaining the confidentiality of all account credentials, including passwords and API tokens. Customer must immediately notify us of any unauthorized access to or use of the account.
4.3 User Management. Customer may authorize Users to access the Service under Customer's account. Customer is responsible for all activities that occur under its account and for ensuring that all Users comply with these Terms.
4.4 Account Administrators. Customer must designate at least one administrator who has authority to manage Users, configure settings, and accept these Terms on behalf of Customer.
5.1 Subscription. Access to the Service requires a paid subscription unless otherwise agreed in writing. The specific features, usage limits, and fees applicable to your subscription are set forth in your Order.
5.2 Payment. Customer agrees to pay all fees specified in the applicable Order in accordance with the payment terms stated therein. Unless otherwise specified, fees are due within thirty (30) days of invoice date.
5.3 Taxes. All fees are exclusive of taxes. Customer is responsible for paying all applicable taxes, except for taxes based on Cognition's net income.
5.4 Fee Changes. We may change our fees upon renewal of your Subscription Term by providing at least thirty (30) days' prior written notice.
For information about how we collect and use personal data, please see our Privacy Policy.
6.1 Ownership. Customer retains all rights, title, and interest in and to Customer Data. These Terms do not grant Cognition any ownership rights in Customer Data.
6.2 License to Customer Data. Customer grants Cognition a limited, non-exclusive license to access, use, and process Customer Data solely as necessary to provide the Service and as otherwise permitted by these Terms.
6.3 Data Processing. To the extent that Customer Data includes personal data subject to data protection laws (including the EU General Data Protection Regulation), Cognition will process such data in accordance with our Data Processing Agreement, which is incorporated into these Terms by reference.
6.4 Data Security. We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption of data in transit (TLS 1.2+) and at rest (AES-256), access controls, regular security assessments, and employee security training. Cognition maintains industry-standard security certifications and will provide evidence of compliance upon request.
6.5 Data Location. Customer Data may be processed and stored in the European Union or other jurisdictions where our service providers maintain facilities. We ensure that any international data transfers comply with applicable data protection laws.
6.6 Security Incident Notification. In the event of a security incident that results in unauthorized access to Customer Data, Cognition will notify Customer without undue delay and in any event within 72 hours of becoming aware of the incident. Notification will include the nature of the incident, categories of data affected, and remediation steps taken.
6.7 Sub-Processors. Customer acknowledges that Cognition uses third-party service providers ("Sub-Processors") to provide the Service. A current list of Sub-Processors is available upon request. Cognition will notify Customer of any new Sub-Processors at least 30 days before engagement, and Customer may object to such changes for legitimate data protection reasons.
6.8 Audit Rights. Upon Customer's written request and no more than once per year, Cognition will provide Customer with: (a) a copy of its most recent SOC 2 Type II report or equivalent security audit; and (b) written responses to reasonable security questionnaires. On-site audits may be arranged upon mutual agreement and at Customer's expense.
7.1 Confidential Information. Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties without prior written consent.
7.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law.
8.1 Cognition IP. The Service, including all software, technology, designs, and documentation, is owned by Cognition and protected by intellectual property laws. These Terms do not grant Customer any rights to Cognition's intellectual property except for the limited right to use the Service as expressly permitted herein.
8.2 Customer IP. Customer retains all intellectual property rights in Customer Data and any materials provided by Customer.
8.3 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Service, Cognition may use such feedback without restriction or obligation to Customer.
9.1 Permitted Use. Customer may use the Service only for lawful business purposes in accordance with these Terms.
9.2 Prohibited Activities. Customer agrees not to:
9.3 Compliance. Customer is responsible for ensuring that its use of the Service complies with all applicable laws, regulations, and industry standards.
9.4 Regulatory Compliance. Each party agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and UK Bribery Act. Customer agrees not to use the Service in violation of any applicable export control or sanctions laws.
10.1 Availability. We strive to maintain high availability of the Service but do not guarantee uninterrupted access. Service availability targets, if any, are specified in your Order or applicable service level agreement.
10.2 Scheduled Maintenance. We may perform scheduled maintenance that temporarily affects Service availability. We will provide at least 48 hours' advance notice of planned maintenance windows.
10.3 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of war, terrorism, pandemics, or failures of third-party services.
10.4 Business Continuity. Cognition maintains disaster recovery and business continuity procedures designed to ensure Service availability. Customer Data is backed up at least daily to geographically separate locations. In the event of a disaster, Cognition targets a recovery time objective (RTO) of 24 hours and a recovery point objective (RPO) of 24 hours.
11.1 Technical Support. Cognition provides technical support for the Service in accordance with the support terms specified in your Order. Standard support includes email-based assistance during business hours.
11.2 Support Scope. Support covers questions about Service functionality, troubleshooting of issues, and guidance on best practices. Support does not include customization, integration development, or training, which may be available as separate services.
12.1 Limited Warranty. Cognition warrants that the Service will perform substantially in accordance with its documentation during the Subscription Term. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformance.
12.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COGNITION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COGNITION DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
13.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGNITION'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13.2 Exclusion of Damages. IN NO EVENT SHALL COGNITION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Exceptions. The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; or (c) liability that cannot be limited by applicable law.
14.1 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Cognition and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer's use of the Service in violation of these Terms; (b) Customer Data; (c) Customer's violation of any applicable law or third-party rights.
14.2 Cognition Indemnification. Cognition agrees to indemnify, defend, and hold harmless Customer from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from claims that the Service infringes any third-party intellectual property rights, provided Customer promptly notifies Cognition and allows Cognition to control the defense.
15.1 Term. These Terms are effective as of your acceptance and continue until terminated. The Subscription Term is specified in your Order.
15.2 Termination for Convenience. Either party may terminate these Terms upon written notice as specified in the applicable Order, typically with thirty (30) days' notice before the end of the then-current Subscription Term.
15.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice.
15.4 Suspension. Cognition may suspend Customer's access to the Service immediately if Customer breaches the Acceptable Use Policy or fails to pay fees when due.
16.1 Data Export. Upon termination, Customer may request export of Customer Data for a period of thirty (30) days. After this period, Cognition may delete Customer Data.
16.2 Data Deletion. Upon Customer's written request, or ninety (90) days after termination, Cognition will delete Customer Data from active systems in accordance with our data retention policies. Some data may be retained in backup systems for a limited period.
16.3 Survival. Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and any other provisions that by their nature should survive, will survive termination of these Terms.
17.1 Governing Law. These Terms are governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles.
17.2 Dispute Resolution. Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiations. If negotiations fail, disputes shall be submitted to the exclusive jurisdiction of the courts of Copenhagen, Denmark.
17.3 Injunctive Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
18.1 Entire Agreement. These Terms, together with any Orders and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter hereof.
18.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
18.3 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
18.4 Assignment. Customer may not assign or transfer these Terms without Cognition's prior written consent. Cognition may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
18.5 Notices. Notices to Cognition must be sent to [email protected]. Notices to Customer will be sent to the email address associated with Customer's account.
18.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
Cognition may update these Terms from time to time. We will notify Customer of material changes by email or through the Service at least thirty (30) days before the changes take effect. Continued use of the Service after changes become effective constitutes acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer must stop using the Service and may terminate the subscription.
For questions about these Terms or the Service, please contact us:
Cognition ApS
Email: [email protected]
These Terms of Service are effective as of February 1, 2026 and apply to all users of the Sandhed platform operated by Cognition ApS.