The Fine Print
1.0 – DEFINITIONS
The following Terms & Conditions document is a legal agreement between COG Multimedia Ltd, hereafter and the “Client”.
Any reference to the “Project” represents the agreed scope and timelines set out by COG Multimedia Ltd. Any reference to “Materials” represents any copy, images, content or third party elements relevant to the Project which are supplied to COG Multimedia Ltd by the Client throughout the Project. Any reference to the “Cost” represents the total monetary value of the invoice. All prices stated exclude VAT.
All orders placed with COG Multimedia Ltd are accepted subject to the following conditions, which shall form the basis of the contract between COG Multimedia Ltd and the Client. The placing of an order and signing of this contract implies acceptance of these conditions of business herein stated, and these conditions are paramount to any proposed by the Client.
2.0 – QUOTATIONS
Quotations are for prompt acceptance and undeferred execution and in any case are never valid for more than 30 days. Error and omissions are subject to correction, and COG Multimedia Ltd does not bind itself to accept the order should such corrections result in dispute with the Client.
3.0 – PAYMENT TERMS
COG Multimedia Ltd’s payment terms are strictly as follows;
An initial 40% deposit to secure Project diary slot and project start date.
A 30% deposit on approval of Project designs with a signed approval form.
A final 30% deposit upon completing the development phase of the Project, according to COG Multimedia Ltd.
Where appropriate and agreed in writing with COG Multimedia Ltd prior to commencement, alternative terms may be negotiated.
4.0 – OVERDUE ACCOUNTS
An account will be considered overdue within 14 days of the final invoice being issued. This time period is subject to change by COG Multimedia Ltd, and any changes made will be made clear in writing at least a week before payment is required. Once overdue, a written warning will be issued, at which time, the Client will have 7 days to settle the account in full. If accounts have not been settled after the written warning, COG Multimedia Ltd reserves the right to suspend all website, email and hosting accounts until payment has been settled between COG Multimedia Ltd and the Client.
COG Multimedia Ltd reserve the right to amend the Cost on giving notice to you if:
4.1 any delay is caused by you the Client during the lifecycle of the project; or
4.2 should you halt the project or become detached from the project at any given time for a period of over 4 weeks, you are likely to lose position in the current schedule of work. A new date will be confirmed in writing from COG Multimedia Ltd to the Client if this arises.
4.3 failure on your part to provide COG Multimedia Ltd adequate instructions or information in response to COG Multimedia Ltd reasonable requests; or
4.4 the Cost to COG Multimedia Ltd of any resources or materials increases and such an increase as is beyond COG Multimedia’s reasonable control.
4.5 information or content provided is then requested to be changed or amended at a later stage (please ensure all content provided has been proofed and is final).
5.0 – ADDITIONAL EXPENSES/ALTERATIONS
Any additional work over and above that specified in the original quotation, agreement, or differing from original instructions will result in increased charges. This includes modifications or updates to text or images provided by the Client. Please ensure all content provided has been proofed and is final.
The Client agrees to reimburse COG Multimedia Ltd for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.
6.0 – 3RD PARTY UPDATES
COG Multimedia Ltd cannot predict changes and modifications to how 3rd party organisations (i.e. Google, Facebook, Paypal, Sagepay & YouTube etc.) operate or provide data. Therefore, any re-configuration of your website to accommodate such changes are subject to additional cost.
7.0 – WEB BROWSERS
COG Multimedia Ltd makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Edge, Internet Explorer 9, Google Chrome, etc.). The Client agrees that COG Multimedia Ltd cannot guarantee correct functionality with all browser software across different operating systems.
COG Multimedia Ltd cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, COG Multimedia Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
8.0 – COPYRIGHT
The Client retains the copyright to data, files and graphic logos provided by COG Multimedia Ltd, and grants COG Multimedia Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting COG Multimedia Ltd permission and rights for use of the same and agrees to indemnify and hold harmless COG Multimedia Ltd from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
9.0 – EXPEDITED DELIVERIES
Should delivery be required in less than the normal time requisite for its proper production within the standard capacity of COG Multimedia Ltd facilities and normal working hours, an extra charge will be made commensurate with any overtime worked, or extra labour or equipment contracted, in order to expedite such delivery.
10.0 – ACCEPTANCE OF WORK
Before delivering your website (or any part of it) to you as the Client, COG Multimedia Ltd shall carry out alpha testing (ie. basic testing to ensure that your website performs correctly in general).
As the Client, you are responsible for Beta Testing (ie. testing from an end user point of view to ensure that key deliverables are met). When reporting issues, at all times you must contact your Project or Account Manager specifying the nature of the issue and any additional information which may assist in the correction of the issue. During this time, we will endeavour to fix any issues that arise and ensure that your website meets the required standards for quality. Once all issues have been resolved, we will ask you as the Client to carry a final approval test and confirm the website is ready for launch.
Following the launch of your website, there is a 30-day Warranty period during which any support issues (eg. bug fixes) will be resolved free of charge. If no issues are raised during this period, the website will be deemed acceptable to you. Support issues raised after this period will be billable unless you have previously negotiated a Service Level Agreement with your Project or Account Manager.
11.0 – DOMAIN NAMES
Domain names can be registered and managed on behalf of our clients. The domain name will become property of the Client as necessary so long as there are no overdue accounts (see section 3). Any existing domain names purchased by the Client will remain their property, and in doing so it will be the Clients’ responsibility to renew and point these to the relevant services.
Any additional work to domains not in our control will be billable support, unless you previously negotiated a Service Level Agreement with your Project or Account Manager.
12.0 – LIMITATION OF LIABILITY
COG Multimedia Ltd shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the supply of any goods or services under these Terms & Conditions and whether arising from the use, application or support of such goods and services, or otherwise, except to the extent to which it is unlawful to exclude such liability.
COG Multimedia Ltd expressly excludes liability for consequential loss, damage or corruption to other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings.
In the event that any exclusion contained in these Terms & Conditions shall be held to be invalid for any reason and COG Multimedia Ltd becomes liable for loss or damage that it may otherwise have been lawful to limit such liability shall be limited to 125% of the monies paid to COG Multimedia Ltd by the Client in respect of the goods and services supplied under these Terms & Conditions.
COG Multimedia Ltd does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of COG Multimedia Ltd, its employees, agents or authorised representatives.
The Client agrees to indemnify and save harmless and defend at its own expense COG Multimedia Ltd from and against any and all claims of infringement of copyright, patents, trademarks, industrial designs, or other intellectual property rights arising from any content or specifications provided by the Client in respect of the supply of the goods and services under these Terms & Conditions.
13.0 – DATA BACKUPS
COG Multimedia Ltd will endeavour to make backups of the data stored on the server and make them available to the Client in accordance with the specification of the data needed. However, COG Multimedia Ltd does not warrant that any data will be backed up correctly, nor that any successful restoration of data will be possible. COG Multimedia Ltd shall have no liability for any loss or damage to any data stored on the server or backup mediums. For the avoidance of all doubt, we make backups of all data on the server regardless. Should data backup be essential to your business, this should be made clear at the beginning of the Project.
14.0 – CREATIVE ELEMENTS
Specially designed images and technical aspects relating to the content of the contractual work is maintained in computer storage, and remains the sole property of COG Multimedia Ltd who gives no guarantee that it will be available at any future time for re-use.
15.0 – INTELLECTUAL PROPERTY AND CONTENT
COG Multimedia Ltd reserve all rights in relation to software, bespoke or otherwise which may be deployed by us as part of your project.
Subject to you paying all sums due to COG Multimedia Ltd under the agreement and these Terms & Conditions, COG Multimedia Ltd grant to the Client a non-exclusive and non-transferable licence to use the Materials in connection with the system.
You shall not:
15.1 alter or adapt in any way the Materials;
15.2 re-produce or deal in the Materials (in whole or in part) in any way;
15.3 make copies of the Materials except to the extent reasonably necessary for back up purposes; and
15.4 make the Materials available to any third party without COG Multimedia Ltd’s prior written consent and on such terms (including payment of further costs) as COG Multimedia Ltd may determine.
You acknowledge that COG Multimedia Ltd is the owner of all Intellectual property rights of the Materials and that nothing in the agreement or these Terms & Conditions shall result in you owning any intellectual property rights of the Materials or the code to such Materials.
The Client is responsible for and must not use the services ordered to disseminate in any way, shape or form, and any material which would be deemed offensive to COG Multimedia Ltd. This includes but not restricted to, anything that could be constructed as racist, sexual, slander religious discrimination. No pornographic material may be displayed or hyperlinked from any of COG Multimedia Ltd services. Failure to abide to these conditions will result in the immediate suspension of services provided and collection of any outstanding invoices with a termination on contract between the Client and COG Multimedia Ltd.
16.0 – QUALITY OF WORK
COG Multimedia Ltd will not be responsible for the accuracy of any material, logo, copy, or design provided by the Client as origination material or proofs. In any event, all work will be subject to the Client approval prior to finalisation of the contracted work.
17.0 – RENEWALS
For any annual renewal services for hosting, domains, 3rd party updates and SSL certificates, the Client will be informed of the upcoming renewal. Failure to communicate or make payment on renewal can result in a loss of these services to the Client.
If for whatever reason you wish to cancel or terminate these services, you must do so in writing and the Client may be liable for any additional costs based on the length of term left or passed.
18.0 – SERVER ACCESS
COG Multimedia Ltd does not provide FTP access for the Client to update site files hosted on COG Multimedia Ltd servers. All updating of sites hosted on COG Multimedia Ltd servers to be completed by COG Multimedia Ltd staff (unless previous agreement has been reached).
19.0 – PROJECT MANAGEMENT
COG Multimedia Ltd and the Client shall allocate a dedicated project or account manager to every project as for project management and liaison between both parties. Should under any circumstances the liaison change an immediate meeting should be organised so as both parties’ expectations and outcomes are confirmed as per specification, quotation and terms of service.
COG Multimedia Ltd reserve the right not to commence the project until all requested content and requirements are agreed by both parties and a booking deposit has been settled.
20.0 – GENERAL
Under no circumstances do COG Multimedia Ltd offer hardware or software support in relation to your organisation’s computers, broadband, software, network or mobile devices. This includes set-up of email accounts using the information we have provided. We recommend that you have an IT Support organisation in place to accommodate these requirements.
In the event that a 3rd party is brought in to support the Clients IT Support services – COG Multimedia Ltd is not responsible for the quality of their work and any work that might affect the Clients email, domain, hardware and website services.
If you decide to transfer your website away from COG Multimedia Ltd hosting at a later date, COG Multimedia Ltd may charge a reasonable fee to facilitate such a transfer. Content supplied to and created by COG Multimedia Ltd during the development of your website can be supplied in such a transfer when all bills have been settled between COG Multimedia Ltd and the Client.
Any dispute that cannot be resolved between COG Multimedia Ltd and the Client must be resolved in the small claims court in Northern Ireland and according to Northern Ireland law and not the Client’s location.
21.0 – MARKETING SERVICES & AGREEMENTS
In the situation a client hires COG Multimedia Ltd to manage their Marketing and Social Media services – the client authorises COG Multimedia Ltd to assume the identity of the client in all social platforms and interactions on the internet including, but not limited to status updates, blog posts comments and responses to user comments and emails. The client also agrees to not
The client will also agree to a minimum of 12 months service to gather the relevant data on the marketing services success. If a client wishes to terminate the services, they are still responsible for the remaining balance of the time or months left with the contract. In making a direct debit – they client agrees to these terms and that they have read the remaining terms.
22.0 – PROJECT ASSUMPTIONS
To help the project move as efficiently as possible for all parties, we make the following assumptions on all projects:
21.1 Photos and site content will be supplied by the Client in electronic format
21.2 All Materials provided will be proofed and final
21.3 Materials will be provided in a single transaction unless a previous arrangement has been made
21.4 You will provide a single point of contact for project communication
23.0 – CANCELLATIONS
In the event that the Client cancels an order for whatever reason during the development of any phase, they do so in the knowledge that they forfeit the staged deposits in full.
In addition, the Client will be liable for any additional design and development stages current or completed when the order was cancelled. In this event, COG Multimedia Ltd will contact the Client to confirm these additional costs if applicable.