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Last updated: 29 June 2026
These Terms of Service ("Terms") govern access to and use of the TapPass AI governance platform ("TapPass" or the "Service"), operated by Cogniqor BV ("Cogniqor", "we", "us"). They apply to businesses only; the Service is not offered to consumers.
Provider: Cogniqor BV, Venneborglaan 85, 2100 Antwerp, Belgium. Company number (KBO) 1033.796.306. VAT BE 1033.796.306. Legal notices: legal@tappass.ai.
The agreement consists of these Terms, any Order Form you accept, the Service Level Agreement (Annex A), the Data Processing Agreement (available on request), and the sub-processor list. An Order Form prevails for the subject it covers; the DPA prevails for data-protection matters. By accepting an Order Form, clicking to accept, or using the Service, you agree to these Terms and confirm you are authorised to bind your organisation. These Terms are made available at a stable URL pursuant to Article III.74 of the Belgian Code of Economic Law.
Subject to these Terms and payment of fees, Cogniqor grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for your internal business purposes, within the limits set in the Order Form (such as users, agents or volume). Cogniqor retains all rights not expressly granted. Cogniqor may improve or change features, provided it does not materially degrade the core functionality you have subscribed to during a paid term. Use beyond the Order Form limits may require an upgrade or a separate agreement, and Cogniqor may limit use that exceeds them.
Restrictions. You will not, and will not permit any affiliate, agent, contractor or third party to: (i) use the Service other than under these Terms; (ii) resell, sublicense, rent, lease, distribute or otherwise make the Service available to third parties except as expressly permitted; (iii) use the Service to build or operate a competing product, or allow access by a direct competitor; (iv) decompile, disassemble or reverse engineer the Service, or attempt to derive its source code, algorithms or underlying techniques, except to the extent permitted by mandatory law; (v) circumvent security, usage or technical limits; (vi) introduce viruses or other harmful code; (vii) use the Service unlawfully, fraudulently, or to infringe a third party's rights (including intellectual property, privacy or publicity); or (viii) remove or obscure proprietary notices.
No implied licence. No express or implied licence or right of any kind is granted other than as expressly set out in the Agreement, including any right to obtain source code, data or technical materials relating to the Service.
Your responsibilities and warranties. You are responsible for your account, users and credentials, for preventing unauthorised access, and for promptly notifying us of any suspected compromise. You warrant that you have authority to enter into the Agreement, that doing so does not conflict with any other obligation, and that your use complies with applicable law, including export-control and sanctions rules.
Features marked beta, trial, preview, evaluation or test are provided "as is" and "as available", on a best-effort basis, with no SLA, no warranty and no support commitment. We may change, suspend or withdraw them at any time, and to the maximum extent permitted by law we have no liability arising from them. Do not use them for production-critical workloads.
The initial term is twelve (12) months from the Order Form start date, and renews automatically for successive twelve-month periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. Either party may terminate for material breach not cured within thirty (30) days, or on the other party's insolvency. You may terminate for convenience on sixty (60) days written notice (no refund of prepaid fees). On termination you may export Customer Data within ninety (90) days, after which we delete or anonymise it, except where retention is required by law or for legitimate purposes such as tamper-evident audit integrity.
Fees are set out in the Order Form, exclusive of VAT and other taxes. Invoices are payable within thirty (30) days. Late payment bears interest at 1.5% per month (or the maximum permitted by law, if lower; the Belgian Law of 2 August 2002 on late payment in commercial transactions applies as a minimum), and we may suspend the Service on fifteen (15) days notice of non-payment. We may adjust fees on renewal with at least sixty (60) days notice; annual increases will not exceed 5% or the applicable CPI increase, whichever is lower.
Unless stated otherwise, fees are non-refundable, including for partial use or non-use. If you dispute an invoice, notify us within five (5) business days with the basis and amount; the undisputed portion remains payable, failing which the invoice is deemed accepted.
You retain all rights in your Customer Data. We process it solely to provide the Service, and we do not use Customer Data to train or improve any machine-learning model, nor do we sell it. For Customer Data processed through the platform you are the controller and we are the processor, under the Data Processing Agreement; for account and billing data we are the controller, under our Privacy Policy. The production Service and database are hosted in the European Union. Our sub-processors are listed at trust.tappass.ai; we give at least 30 days notice before adding one that processes Customer Data. We apply appropriate technical and organisational measures, including encryption and a tamper-evident audit trail; we do not currently hold SOC 2 or ISO 27001 certification and make no such representation.
Cogniqor and its licensors own all intellectual property in the Service. You own your Customer Data and grant us a limited right to host and process it to provide the Service. We may use feedback without restriction. We will defend you against third-party claims that the Service as provided infringes their patent, copyright or trademark, and pay damages finally awarded, subject to prompt notice and our control of the defence; our liability under this section will not exceed two (2) times the annual fees.
Nothing limits liability that cannot be limited under Belgian law (including fraud, intentional fault, gross negligence, or death or personal injury). Subject to that, neither party is liable for indirect, incidental or consequential damages, and each party's total aggregate liability will not exceed the greater of (a) the fees paid or payable in the twelve (12) months preceding the claim, or (b) ten thousand euros (EUR 10,000). Service credits under Annex A are your sole and exclusive remedy for failure to meet service levels. Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties. These limits are intended to comply with the Belgian rules on unfair terms in B2B contracts (Book VI, Code of Economic Law).
Each party keeps the other's confidential information confidential for three (3) years. Neither party is liable for failure due to causes beyond its reasonable control. Neither party may assign without consent, except to an affiliate or in a merger, acquisition or sale of substantially all assets. These Terms are governed by Belgian law (excluding conflict-of-law rules and the CISG), with exclusive jurisdiction of the courts of Antwerp (Ondernemingsrechtbank Antwerpen, afdeling Antwerpen). We may update these Terms; for changes that materially affect your rights we give reasonable prior notice. If a provision is invalid, the remainder stays in force.
Cogniqor may identify you as a customer (name and logo) in its client lists and marketing, unless you notify us otherwise in writing. The parties are independent contractors; the Agreement creates no partnership, agency or employment relationship. Failure to enforce a right is not a waiver.
Applies to paid, generally available subscriptions only (beta and test use excluded). We use commercially reasonable efforts to make the TapPass control plane available 99.9% of the time, measured monthly. The Service runs on third-party cloud infrastructure (currently Google Cloud, EU region); our commitment does not exceed, and is contingent on, the availability our infrastructure providers make available.
Excluded from downtime: scheduled maintenance (48 hours notice) and emergency maintenance; beta features; third-party model providers and customer-supplied (BYOK) keys; your own systems, network or misuse; suspension for breach or non-payment; force majeure and underlying infrastructure or telecommunications outages; the separate self-hosted license server.
Service credits (percentage of the monthly fee), as your sole remedy, requested within 30 days of the incident: 99.0%–99.9% → 10%; 95.0%–99.0% → 15%; below 95.0% → 25%. Maximum 25% per month, applied to future invoices.
Support response targets: critical 4 hours, high 8 hours, medium 24 hours, low 72 hours. Support hours 9:00–18:00 CET, Monday to Friday, excluding Belgian public holidays.
Questions about these Terms: legal@tappass.ai. Data protection: dpo@tappass.ai.