T & C - Cohezia Digital

Cohezia Limited – Standard Terms and Conditions of Business

This document contains our Standard Terms and Conditions of Business which will apply unless alternatives are specified within our written quotation.

Unless otherwise stated, services listed in this document, or specified in quotations, are provided to you by Cohezia Ltd, a company registered in England and Wales (company number 2344753) whose registered office is located at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Cohezia Ltd reserves the right to amend and/or update these Conditions from time to time.

If there is anything in this document that you do not understand then please contact your Cohezia account manager or email us at info@cohezia.com.

Definitions

The Supplier means ‘Cohezia Limited’’. References to the Supplier in this document are to “we”, “our” and “us”.
The Client means the person or organisation that agrees to buy goods or services from the Supplier. References to the Client in this document are to “you”.
Conditions means the terms and conditions of business set out in this document and any special conditions contained in the Supplier’s written quotation.
Goods means any goods, services or computer applications offered for sale by the Supplier from time to time.
Services shall mean any services such as web hosting, email, consultancy, design and coding, support or other services provided by the company.
Server means the computer server equipment operated by us or by our contractors for the purpose of storing and delivering web pages or the storage and delivery of emails.
Website means an area on the server allocated by us for use as a site on the Internet.

Conditions

These Conditions shall apply to all contracts for the sale of goods or services by the Supplier to the Client to the exclusion of all other terms and conditions including any which the Client may purport to apply under any purchase order, confirmation of order or similar document.
No variation or addition to these conditions shall be effective unless agreed in writing by the Supplier.
Nothing in these conditions shall affect the statutory rights of any consumer.
Except as defined in the particular contract, the Company may modify this agreement or prices, and may discontinue or revise any or all other aspects of the Service at its sole discretion. The Client reserves the right to cancel the services or goods before the new terms are effected.

Prices

The price for goods or services shall be the price contained in the Supplier’s written quotation.
The Supplier reserves the right to revise prices prior to delivery of goods to reflect any direct or indirect increase in costs to the Supplier but if the price has been paid in full prior to delivery no price revision may take place without the prior written agreement of the Client.

Payment

Payment for goods is due as detailed in the Supplier’s quotation.
All invoices will be submitted in pounds sterling. Payment may be made by cheque in pounds sterling drawn on a UK bank or by bank transfer.
All invoices shall be paid in full not more than 14 days from the date of invoice. Time for payment shall be of the essence and any failure to pay shall entitle the Supplier at its option to treat the contract as repudiated by the Client or to delay delivery or further work until paid (in addition to any other remedy).
If any action or proceedings shall be commenced in which the Client’s solvency is concerned, all monies under any transaction covered by these Conditions shall become immediately due and payable.
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at 2% above bank base rate per calendar month both before and after judgement.
All invoices shall be paid in full free from any deduction for any set off, counterclaim or otherwise howsoever arising.

Warranty and Liability

The Supplier warrants that the goods will at the time of delivery correspond to the description given by the Supplier. Except where the Client is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977, section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods, whether implied by statute, common law or otherwise are excluded and the Client warrants that he is satisfied as to the suitability of the goods for his purpose.
Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising.
In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
Whilst we will endeavour to ensure that any goods or services supplied will meet all legal requirements, it is the Client’s responsibility to ensure that pages and images are not libellous and do not infringe copyright or other intellectual property rights.
The Client hereby agrees to indemnify and hold the Supplier harmless from any legal actions which result from the content of Client pages.
The Client shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against the Supplier arising from such claims and shall provide the Supplier with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims at the Client’s sole expense.
We shall not be liable to you in contract, tort (including negligence) or otherwise for:
- any damage or loss arising from the consequences of viruses received by you via our email services.
- any economic losses (including loss of business, contracts, profits, revenues, capital or anticipated savings), any indirect, special or consequential loss, loss of data, goodwill or reputation or for any wasted expense including but not limited to losses caused by viruses.
Due to the nature of the Internet, all email/data to be sent outside of the company’s internal infrastructure network is at the responsibility of the User Organisation. The Company is not liable for protection or privacy of electronic mail and information transferred through the Internet.

Delivery and Provision of Services

The Company reserves the right to refuse any application for subscription or service.
The Service is described in the Quotation and/or Order Form.
Delivery of goods shall be made to Client’s address and the Client shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
In the case of web sites or pages on the Internet, delivery shall be deemed to be when the pages become publicly visible on the Internet.
Whilst every reasonable effort shall be made to keep to any delivery date, time of delivery shall not be of the essence and the Supplier shall not be liable for any losses, costs, damages or expenses incurred by the Client or any other person or company arising directly or indirectly out at any failure to meet any estimated delivery date.
Failure by the Client to pay for any installment or delivery when due shall entitle the Supplier to withhold further deliveries and the Client shall be liable for any costs incurred by the Supplier relating to such goods which the Supplier is then entitled to withhold.

Termination

We may terminate any agreement we may have with you forthwith if you fail to pay any sums due to us as they fall due.
We may terminate any agreement we may have with you upon written notice if you breach any of these terms and conditions and you fail to correct the breach within 30 days following written notice from us specifying the breach.
We may terminate any agreement we may have with you if you are a company and go into insolvent liquidation, or if you are a person who is declared bankrupt.
On termination of any agreement we may have with you we shall be entitled immediately to block Internet and other access to your website and remove any data from the server as we see fit. We will hold your data for one calendar month and allow you to collect it at your expense, failing which we shall be entitled to delete all such data.

Ownership and Risk

The risk in goods shall pass to the Client when a contract is made even though the goods are kept at the Supplier’s premises at the Client’s request.
Whilst the Supplier will take all reasonable care of materials supplied or loaned by the Client in order to complete the contract, the Supplier does not accept responsibility for any failure by the Client to maintain master copies or adequate backups of such material.
The Supplier remains the owner of the goods affected by the contract until the Supplier has been paid in full for such goods.
Once the Client has accepted delivery of the goods or any maintenance agreement has expired, whichever is the later date, the Supplier shall be under no obligation to retain backup or archive copies of the goods.
If any payment due under these conditions is overdue in whole or in part, the Supplier may without prejudice to any of its other rights recover and/or re-sell the goods or any of them and may enter the Client’s premises, with his permission hereby confirmed as a condition at contract, by its servants or agents to recover the goods and the Client shall be liable for all the Supplier’s costs of so doing.
If the Client is a consumer and properly rejects any of the goods which are not in accordance with the contract, the Client shall nonetheless pay the full price for such goods unless the Client promptly gives notice of rejection to the Supplier and at the Client’s cost return such goods to the Supplier in good condition.
In the case of any other sale the Client shall inspect the goods immediately upon delivery and shall notify the Supplier within seven days of delivery if the goods are damaged or do not comply with the contract. If the Client fails to do this, he is deemed to have accepted the goods.

Non Disclosure

The Supplier undertakes to keep confidential all information provided to them by the Client in order to supply the goods ordered.
The Client undertakes not to disclose the Supplier’s prices or other details of the contract to any third party without the written permission of the Supplier.

Copyright

In respect of contracts involving publication of material supplied by the Client
The Client undertakes to be responsible for all matters pertaining to compliance with the Copyright Design & Patents Act 1988, subsequent amendments and any other regulations in respect of the use of copyright material passed to the Supplier.
The Client shall be responsible for the payment of any fees required by copyright holders or their agents.
In respect of contracts involving development of goods or material supplied to the Client
Copyright of front-end web pages and images produced by the Supplier for Clients remains with the Client providing full payment has been made.
Copyright of software and programming code developed by the Supplier remains with the Supplier; Provided payment for the software or code has been made, the Supplier grants to the client the non-exclusive right to use the software.
The Supplier retains the right to adapt or re-use the software for any other purpose.
The Client may modify, adapt, reverse engineer or re-use the software for any other purpose, but only with prior notice to the Supplier. Making any modification or re-use of any code or software shall halt any liability the Supplier has with regard to the code or software.

Web Site Publication

We will provide the Client with an opportunity to review the appearance and content of the Web site during the design and once they are completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies the Supplier otherwise within ten (10) days of the date the materials are made available to the Client.
It is the responsibility of the Client to ensure that the content of web pages published on their behalf meets the requirements of any current legislation in any jurisdiction and will indemnify the Supplier against all and any claims made in the event of any default.
In no event will the company be liable for any loss, damage or corruption to any data stored on the server. You are responsible for maintaining backups and insurance cover in respect of any loss or damage to data stored by yourself or on your behalf on the server.

Website Hosting

Unless expressly specified in the Supplier’s written quotation, the choice of Internet Service Provider (ISP) for hosting the page(s) shall be at the sole discretion of the Supplier.
The Supplier reserves the right to change ISP should business conditions or technical considerations require it.
Whilst reasonable effort will be made to ensure that the material remains visible on the Internet, continuous service cannot be guaranteed. The company is not liable for any loss of business or other consequential loss resulting from web server down time or other situation preventing a web site from being available on the Internet.
Whilst we shall try to ensure the integrity and security of the server, we do not guarantee that the server will be free from un-authorised users or hackers.

Third Party Hosting

If the Client’s Web site is to be installed on a third-party server, we will not be in any way responsible or liable for that hosting, nor responsible for any level of support or maintenance, nor can we accept responsibility for any alterations caused by a third party occurring to the Customer’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
We must be granted temporary read/write access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Email Services

Mailbox size is typically 20Mb. The email storage facility is not intended as long-term storage space and the company recommend that email is deleted from the server after collection. Maintenance, administration or support which results from exceeding this limit may incur an administration charge at the discretion of the company
The company does not accept any responsibility for loss of any kind resulting from any failure of the email services provided.
You are responsible for sending mail in accordance with any relevant legislation (including Data Protection legislation) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or mis-quoting or any other failure of e-mail.
You agree to use all reasonable endeavours to keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorized disclosure.
Whilst we shall try to ensure the integrity and security of the server, we do not guarantee that the server will be free from un-authorised users or hackers.
Transmission of viruses. The company does not accept any responsibility for loss of any kind caused by the transmission of software viruses or worms transmitted via the email services provided. It is the responsibility of the user to maintain anti-virus software.
The company does not accept any responsibility for the nature of any incoming or outgoing email using the email facilities supplied to its Clients.
We specifically exclude any warranty as to the accuracy or quality of information received by any person via the server and in no event will the company be liable for any loss or damage to any data stored on the server. You are responsible for maintaining insurance cover in respect of any loss or damage to any data stored on the server
You will not knowingly or recklessly post, link to or transmit:
Any material that is unlawful, threatening, harmful, malicious, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way
Any material which will constitute or encourage criminal offence, gives rise to civil liberty or that violates or infringes any trademark, copyright, other intellectual property or similar rights of any person, firm or company under the laws of any jurisdiction

Domain Name Registration

Title to any domain name registered on the Client’s behalf shall remain with the Client.
We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your own risk.
The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. For UK domain registrations you shall ensure that you are aware of the terms and conditions of Nominet UK, the UK naming authority, that can be found athttp://www.nominet.org.uk/nominet-terms.html and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.
We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
We give no warranty or representation that your domain name is or will continue to be available for your use or that no domain name is or will be registered which conflicts with your domain name or which otherwise affects your use of your domain name.
You may request deletion of a UK domain name registered with Nominet UK only within 7 days of the application date for that domain name. There will be a standard “deletion charge” of £25. Deletion requests after these 7 days will not be accepted.

Support

The company makes every effort to ensure that support and advice given to its clients is accurate and appropriate. However, any advise, suggestion or recommendation offered by the company, whether as part of a service / support contract or given free of charge, cannot be guaranteed as accurate or appropriate.
We do not guarantee any level of support, response time or availability, unless specified within a separate support contract or service level agreement which has been agreed by both Client and Supplier.

Search engine placement

The company shall endeavour to make search engine and site directory submissions as contracted, but cannot guarantee that a given search engine or site directory will list or continue to list the site(s) submitted.

Cancellation Returns

No contract shall be cancelled without the prior written approval of the Supplier and on terms to be determined at the absolute discretion at the Supplier.
Where goods are in accordance with the contract, they shall not be returned without the prior written approval of the Supplier and on terms to be determined at the absolute discretion at the Supplier.
Goods which are in accordance with the contract and are returned without our prior written approval may at our absolute discretion be returned to you or stored at your cost without prejudice to any other rights or remedies we may have.
If you properly reject any of the goods which are not in accordance with the contract you shall nonetheless pay the full price for such goods unless you return such goods to us at your cost before the date when payment of the price is due.

Force Majeure

The Supplier will not be under any liability whatsoever in the event that the Supplier is prevented or delayed from supplying or making delivery of any goods by any reason or cause beyond the Supplier’s control.

Data Protection

We may retain your personal data, and you authorise us to use your personal data, for the following purposes:
provision of the Service to you;
keeping of a record for a reasonable period after termination of your Service;
operation and enforcement of these Conditions;
technical maintenance;
providing you with information about other services we offer, subject to your right to opt out of receiving such information on the Order Form;
transferring it to another company in the event of a sale of the Supplier;
legal compliance including disclosing it to any third party who we reasonably consider has a legitimate interest in any such investigation or its outcome;
instructing a third party to perform the Support Service.
It is your responsibility to keep the personal data that you provide to us up to date. We may send notices or other information to you at the address you give us. You should notify us immediately of any change to your personal data by sending us an email to support@cohezia.com

Expenses

The Customer shall pay to the Company all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by the Company in enforcing any of these Conditions, or exercising any of its other rights and remedies under the Agreement, including (without prejudice to the generality) all costs incurred in tracing the Customer in the event that legal processes cannot be enforced at the address last notified to the Company.

Non-Waiver

The allowance of time to pay or any other indulgence by the Company in respect of payments due to it shall in no manner affect or prejudice his right to payment together with interest provided under these Conditions.

Dispute

In the event of a dispute between the Supplier and the Client, should the Supplier request in writing, the Client agrees to submit the dispute to arbitration in accordance with the Arbitration Acts for the time being in force as a legally binding alternative to court action.

Notices

Any notice given by the company may be sent by either postal letter, e-mail, fax to an address that you have supplied and which we have reason to believe to be correct and valid at the time of sending.

Law

These conditions shall be construed in accordance with English law.