Terms and Conditions
Kindly take notice that Cognite Branding & Marketing (Hereinafter referred to as “Cognite”) has a set of terms and conditions that focus on creating project processes that is fair and reasonable to both the client and Cognite and which will aim to improve project efficiency and the quality of Cognite’s service. These terms and conditions will become legally binding on the customer on any projects where the invoices have been received by the client, and related deposits paid, or a written “go ahead” is given on designs in any form of written communication and/or correspondence by the client to Cognite.
The client hereby acknowledges, consents and confirms having read the contents of the below terms and conditions and understands the obligations and implications the terms and conditions have on the relevant parties. The client further confirms having read and understanding the points which include practical and operational constraints between the relevant parties.
1.1. The word CLIENT constitutes the person, company or companies that Cognite is and/or will be dealing with currently and/or in the future.
1.2. The word CONTENT relates to all text, imagery, video or any other element or functionality used within a project and/or proposed project.
1.3. The word PROJECT relates to all deliverables and services rendered by Cognite to a client.
1.4. The word CONSULTANT relates to any personnel of Cognite.
1.5. The word DELIVERABLE relates to any individual design or service, which may form part of a larger project.
Kindly take further notice that the terms and conditions hereunder may change without any prior notice whatsoever and the client hereby acknowledges and confirms that the client will revisit this page from time to time during project life cycles.
2. The Client hereby acknowledges, accepts and confirms understanding that:
2.1. All content generation for projects will be the responsibility of the client, unless Cognite is actively involved with the copywriting process and/or licensing stock photos on the client’s behalf for the project.
2.2. Proper licensing and permission has been obtained for any form of imagery and/or any other resources used within projects and Cognite has the authority and right to request proof of same at any time during a project and shall have the right to pend any services until production of such documentary proof thereof.
2.3. Only one meeting with the client, within a 50km radius of an appropriate consultant, is included as part of a project where the project value is above R 1 500.00 (ONE THOUSAND AND FIVE HUNDRED RAND). Any further meetings and/or consultations at any location will constitute a consultation fee and the client will be billed at an hourly rate as agreed upon between Cognite and the Client. Telephonic and email conversation within office hours are the most efficient way to communicate unless otherwise necessary.
2.4. If a client cannot email content to the applicable Cognite consultant then arrangements can be made by Cognite to courier the documents and files directly to the consultant at the client’s expense.
2.5. All text and imagery content that is not in an easily usable electronic format alternatively of poor quality, will incur content preparation costs, billed at an hourly rate as agreed upon between Cognite and Client.
2.6. Cognite’s office hours are Monday to Friday, 9am to 5pm, excluding public holidays and further that Consultants are only available within office hours.
2.7 If the project scope does not specifically mention a service or deliverable then a Client should assume that it is not included. If the Client is unsure then they must ask Cognite to confirm its inclusion as to avoid incorrect project scope assumptions.
2.8 Cognite reserves the right to refuse services to a Client. An active project can be cancelled by Cognite and applicable project costs refunded for work not completed. All work paid for will then be handed over to the client to conclude the project cancellation.
2.9 Cognite cannot guarantee that any designs created are 100% unique worldwide. There are many designs being created daily across the world and Cognite’s designers do not have access to all designs created in history, currently being created or those that will be created in the future. Cognite attempts to create original designs, but coincidental similarities with other designs may be unavoidable. Cognite does not take responsibility for signed off work that may be subject to future trademark or copyright challenges. Clients may apply for trademarks through www.brandarmour.co.za or similar institutions, at their own cost, to secure those trademarks per region and class.
PROJECT LIFE CYCLES
3. The Client hereby acknowledges, accepts and confirms understanding that:
3.1. All projects above a total value of R 500.00 (FIVE HUNDRED RAND) requires a minimum of a 50% deposit of the project value with the final 50% to be paid on signoff, unless prior written arrangements have been agreed upon by Cognite.
3.2. All invoices and/or quotations are valid for a maximum period of 10 working days and further that if invoice deposits have not been attended to then the invoice may be cancelled, and a new quotation and invoice may apply.
3.3. If Cognite cannot get hold of the client in any way whatsoever or alternatively if the client does not provide any written feedback within 10 working days of the last change request, causing the project to stall in any way whatsoever, then Cognite will mark the project as dormant and accordingly the dormant project will be removed from the active project list. A 30% cost of the total project invoice will be levied by Cognite to the Client and must be paid to reactivate the project and continue thereafter.
3.4. If the project is dormant for a period of more than a 6 months, then the project will be terminated and all design source files will be removed from Cognite’s network and all costs paid by the client to Cognite will not be forfeited due to the Clients breach of the terms and conditions without prejudice to any other claims Cognite may have against the client for damages.
3.5. A 14 day 100% money back guarantee is available on graphic & website design projects. Services rendered such as web hosting, consultation, rent-a-designer or anything that does not have a definitive end product in itself is not included in the money back guarantee. The 14 day period starts on the day that the deposit has been paid and the money back guarantee is not available for projects that have been signed off within the 14 days.
3.6. If a client chooses to cancel the project after the 14 days then the deposit will be not refundable and shall be accordingly forfeited. In all project cancellations, the designs and their design versions will stay the copyright and property of Cognite. Any copy, distribution or use of any of the cancelled project assets will constitute a copyright violation and Cognite reserves its right to take any further legal action against the client for any damages suffered in any form whatsoever.
3.7. Once the project has been completed, signed off and fully paid for then all generated source files and exported files will be copyright of the client. Cognite cannot hand over copyright to any assets Cognite doesn’t have copyright to, for example, but not limited to, open source software or design assets. All software, imagery or any other assets licensed by Cognite on behalf of the client can be used by the client in accordance with that asset’s terms and conditions.
4. The Client hereby acknowledges, accepts and confirms understanding that:
4.1. All projects include change request limits and that a change request is a change, requested by the client, of, but not limited to, layout, imagery, text or other elements to the first concept of a deliverable or service. Change request limits may be lifted on projects where previous written arrangements have been made as part of a premium service offered by Cognite to the Client.
4.2. The change request conditions mentioned below are part of standard operating procedure. In each deliverable, where the project change request limit has been reached, the client may request additional changes at an hourly rate as agreed upon by the parties.
4.3. It is in the client’s own interest to give the most accurate, helpful and timely feedback possible. If individuals for the Client give individual feedback then each change request would count towards the revisions used. The Client should therefore give combined feedback to reduce revisions and time wasted.
4.4. With regard to Logo’s and the design thereof:
4.4.1. The client will receive 5 sets of designs, created using the answers to the creative brief.
4.4.2. It is in the interest of the client to give the most revealing answers to the creative brief questionnaire as to avoid initial design concepts that do not follow their needs and tastes.
4.4.3. Each set will include 4 logo concepts, unless the client requests less, or the consultant adds more as part of the consultant’s own initiative to reasonably assist the Client.
4.5. With regard to all other projects:
4.5.1. A change request limit of 4 revisions is included within all other projects, which includes, but not limited to, posters, brochures, flyers, websites, Adword campaigns, animations.
5. The Client hereby acknowledges, accepts and confirms understanding that:
5.1. Sign off is the act where a client accepts, via email, fax or any other written format that can be stored and archived, a design or service as 100% completed to their initial requirement and to their ultimate satisfaction thereof.
5.2. Once a client gives a sign off on a project, then the project is declared and deemed as finalized. Any change requests on a signed off project will be quoted for at an hourly rate.
5.3. Giving a sign off on the project also requires the Client to immediately settle any and/or all outstanding fees, unless:
5.3.1. other alternate prior written arrangements are in effect and in agreement with Cognite.
5.4. It is the sole responsibility of the client to ensure that all aspects of a design and/or service is 100% accurate before giving a sign off.
5.5. If signed off artwork is sent to print, manufacturing, or a signed off service implemented, but it contains errors that the client did not notice, then the resulting printing, manufacturing and implementation costs will be for the client’s account.
5.6. When giving sign off on a project then the client accepts all liabilities that might arise from the deliverable as a whole.
6. The Client hereby acknowledges, accepts and confirms understanding that:
6.1. Cognite will hand over the source files and exported files formats to the client via email. It is up to The Client to ensure that they properly back it up. Cognite does not offer backup services regarding these files although we may or may not store it for our own future use
6.2. Once a website has been set live on the client’s domain then it is up to the client to ensure that they have regular backups made of the website, either directly or through the hosting company. Cognite offers a 10 day backup option for websites hosted by Cognite through Hetzner. That coves that last 10 days only. Clients need to back up their own email accounts regularly.
EMAIL AND WEB HOSTING
7. The Client hereby acknowledges, accepts and confirms understanding that:
7.1 Cognite provides all email, website and related hosting services through Hetzner (www.hetzner.co.za). “Cognite” below refers to the services that Cognite makes available to Clients through Hetzner’s services. Cognite is dependent on the current state of the Hetzner network and the Terms and Conditions of that company.
7.2 Cognite may block a domain and associated services due to non-payment or abuse.
7.3 Cognite reserves the right to terminate any email and web hosting services due to abuse, non-payment and any reason where offering the service falls outside the original agreement.
7.4 A domain, email accounts, website and any associated data will be deleted if payment is not made when due. Cognite will attempt to request outstanding payment first and then block a domain. If a domain is blocked and no communication regarding payment is received for 10 business days then Cognite will start the deletion process. Deleted domains would then become available again for registration by anyone.
7.5 If Hetzner notifies Cognite of any security violations then we will inform our clients as soon as possible, using the resources available to Cognite at that time. Clients will be notified via email to take appropriate action such as the changing of passwords. Cognite will inform Clients using the email address or addresses that it has on record, which may or may not be up to date. The Client would need to take the required actions and contact Cognite if there are any queries about the action to take.
7.6 The Client indemnifies and holds Cognite harmless from any liability arising from civil or criminal proceedings instituted against Cognite or for any loss or damage the Client or a third party have suffered because of any interruption, security compromise or unavailability of the services.
7.7 The Client indemnifies Cognite and holds Cognite harmless against all losses The Client have suffered or actions against Cognite as a result of: the use of the Services, or any downtime, outage, security violations, degradation of the network, interruption in or unavailability of the Services. Included within the range of downtime, outage, degradation of the network, interruption, or unavailability of the Services is any of the following:- software or hardware service, repairs, maintenance, upgrades, modification, alterations, replacement or relocation of premises affecting the Services, non-performance or unavailability of any of the services given by an electronic communications network or service provider, including, line failure, or in any international services or remote mail Servers, — non-performance or unavailability of external communications networks to which the Client or Cognite’s network infrastructure is connected, and repairs, maintenance, upgrades, modifications, alterations or replacement of any hardware forming part of the Services, or any faults or defects in the hardware.
7.8 All Service fees must be paid as soon as they are due.
7.9 Cognite will not be responsible for any breach of the email and web hosting agreement caused by circumstances beyond Cognite’s control, including fire, earthquake, flood, civil strike, compliance with government orders, failure of any supplier of electricity as well as no electronic communication service etc.
7.10 Cognite reserves the right to take any action it finds necessary to preserve the security and reliable operation of Cognite’s infrastructure. The Client may not do anything (or permit anything to be done) that will compromise Cognite’s security.
7.11 Cognite has systems in place to assist with its critical technical infrastructure to recover from a natural or human induced disaster. However, Cognite does not specify any recovery time and are not liable for any loss or damage The Client suffers as a result of a disaster. The Client must make back-ups of their data. Nothing contained in Cognite’s hosting terms will be seen as a representation that any back-ups of data Cognite have implemented will be successful or in any way will assist with disaster recovery.
Please call us on 0861 001 975 if you have any questions regarding these terms and conditions.