Cozy Digital Terms and Conditions
Our terms and conditions is fairly large as it covers all the various services we offer. We have aimed to keep this as jargon free as possible but if you have any questions please give us a call. These terms and conditions were last updated 15/11/13 with the affected section being Social Media Marketing update to terms 13.
We recommend you read all terms and conditions but here are some short cuts to our main products / services:
Go straight to Domain names Terms & Conditions
Go straight to Ecommerce Terms & Conditions
Go straight to Websites Terms & Conditions
Go straight to SEO Terms & Conditions
Go straight to Social Media Marketing Terms & Conditions
Please note that the following terms are across all our services, if you are not sure and would like to discuss which terms apply to you and your purchased services then please contact us at: customerservices @ cozy-digital.co.uk or call 0131 560 1790
In this document the following words shall have the following meanings:
ISP shall mean Internet Service Provider
IPS shall mean Internet Protocol Service
DNS shall mean Domain Name Server
TLD shall mean Top Level Domain
FTP shall mean File Transfer Protocol
SEO shall mean Search Engine Optimisation
1.1 “Agreement” means these Terms and Conditions together with any additional agreed terms;
1.2 “Client” means the organisation or person who purchases services from Cozy Digital;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by Cozy Digital;
1.5 “Cozy Digital” or “Cozy” means supplier; Cozy Digital Ltd, Unit 16, 30 Bankhead Drive, Edinburgh, EH11 4EQ
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties Act 1999) to enforce any Term of these Terms and Conditions.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Cozy Digital to the Client. It is the responsibility of the client to check these terms and conditions periodically for any updates, although where possible and where applicable Cozy Digital will strive to inform clients of any changes that will affect them.
2.2 Before the commencement of the services Cozy Digital shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable which needs to be signed and returned to Cozy Digital. The Client shall notify Cozy Digital immediately if the Client does not agree with the contents of the Application form. All Service Specification shall be subject to these Terms and Conditions.
2.3 Cozy Digital shall use all reasonable endeavours to complete the services within estimated time frames.
2.4 Clients must ensure that they have provided Cozy Digital with a valid email address for correspondance and notify Cozy Digital of any change in the status of this email address, and if this email address is no longer accepting email it is the responsibility of the client to inform Cozy Digital immediately.
3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as agreed in your application. Cozy Digital shall invoice the Client for the services.
3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. Cozy Digital shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.3 The ongoing monthly service can be cancelled at any time, for any reason by the client or Cozy Digital by providing 30 days notice. Payment for ongoing services is collected in advance by direct debit on the 1st of each month, if you are unable to pay by Direct Debit then there will be an admin charge of 10%. If payment is not received your services will be suspended and you may incur a reconnection fee of £199 + VAT.
4 CLIENT’S OBLIGATIONS
4.1 To enable Cozy Digital to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with Cozy Digital;
4.1.b provide Cozy Digital with any information reasonably required by Cozy Digital;
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.1.e deal with Cozy Digital staff in reasonable, professional and non-abusive manner.
4.2 The Client shall be liable to compensate Cozy Digital for any expenses incurred by Cozy Digital as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Cozy Digital may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Cozy Digital as agreed damages, not as a penalty, the full amount of any third party costs to which Cozy Digital has committed; and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Cozy Digital’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of Cozy Digital, shall omit or commit anything which prevents or delays Cozy Digital from undertaking or complying with any of its obligations under this Agreement, then the Cozy Digital shall notify the Client as soon as possible and:
4.4.a Cozy Digital shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Cozy Digital shall notify the Client at the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Cozy Digital. On receipt of the request for alterations Cozy Digital shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Cozy Digital gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Cozy Digital by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Cozy Digital gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Cozy Digital shall perform this Agreement upon the basis of such amended terms.
6 REGISTRATION OF DOMAIN NAME
6.1 The client agrees that all domain names carry a minimum of twelve or twenty-four months contractual bond on payment of fees, agreed by both parties.
6.2 The client agrees that all domain names are registered under the property of Cozy Digital until all contractual fees have been paid in full. On full payment the ownership of the domains will become the property of the client.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents – http://www.nic.uk/ref/terms.html
6.4 The client agrees that Cozy Digital are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Cozy Digital guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Cozy Digital’s website.
6.6 The client acknowledges that they cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a hosting fee paid annually. If this fee, or any other fees are not received by Cozy Digital, the client understands that they may have their service suspended until payment has been made in full.
6.8 In the event of the domain name becoming unavailable during the registration and authorisation period, Cozy Digital will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that they are still subject to the same fees and charges.
7 RENEWAL OF DOMAIN REGISTRATION
7.1 Cozy Digital assures the client that the best endeavours will be made to renew all domain names automatically after the intial registration period; however the client acknowledges that Cozy Digital will not be held accountable for the failure to do so.
7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Cozy Digital.
7.3a The client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.
7.3b The E-Commerce and Website / CMS Service’s will renew domain names automatically unless requested not to by the client no later than 90 days before the renewal date.
7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration / renewal of any domain names. This action will not yield any refunds.
7.5 The client agrees that they are to provide 60 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain re-registration and consequent payment to take place.
7.6 The client understands that Cozy Digital are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
7.7 As stated in clause 6.8, should the domain become ineffective, Cozy Digital shall provide and register a new domain name, with no refunds given.
7.8 Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 60 days notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and a release fee.
8 TRANSFER OF A DOMAIN NAME
8.1 The client acknowledges that should they request Cozy Digital to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK Top Level Domains (TLD’s) to modify the Internet Protocol Server (IPS) Tag as required by Cozy Digital
8.1b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from Cozy Digital.
8.2 Once the agreement has been canceled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date.
8.3 The client acknowledges that Cozy Digital will not be held accountable for any obstructions in the transfer of the domain name by any third parties and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Cozy Digital has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the contractual period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Cozy Digital will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Cozy Digital.
8.7 The client agrees that should an ISP deny the release of a domain name, Cozy Digital are not held accountable and are not permitted to interfere with the ordeal. Should Cozy Digital choose to intervene, the client understands that there will be a domain name handling fee. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Cozy Digital will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Cozy Digital until all agreed fees have been paid in full. The domain name may be transferred to the client, upon request, once all contractual fees and duties have been completed.
9.1 Cozy Digital shall upon receiving payment as agreed between both the client and Cozy Digital provide a service for the relevant packages stated below namely ecommerce, websites, CMS websites, design, hosting and search engine optimisation are subject to the Client providing the relevant content in order to complete service specification. If the client fails to provide Cozy Digital with any information for the completion of any of these services then Cozy Digital hold the right to void all services with no refunds issued.
9.2 Cozy Digital reserve the right to use clients websites and SEO results as examples and / or case studies. This includes displaying images and screenshots of sites and / or logos across varies medias such as PDF’s, blogs etc. If the client wants to opt out of this they can do so by contacting their account manager at any time.
9.3 The ongoing monthly service can be cancelled at any time, for any reason by the client or Cozy Digital by providing 30 days notice. Payment for ongoing services is collected in advance by direct debit on the 1st of each month, if you are unable to pay by Direct Debit then there will be an admin charge of 10%. If payment is not received your services will be suspended and you may incur a reconnection fee of £199 + VAT.
9.3.b If your direct debit fails for any reason such as insufficient funds, then it will be collected along with the following months collection if not settled beforehand.
9.4 If a Direct Debit is returned (if it bounces) you will be due to pay an additional fee of £2.75 + VAT. If you wish to cancel your ongoing services with Cozy Digital please contact your account manager to inform him that you will be cancelling. If a non-agreed or accidental Direct Debit Cancelation is made by you will be due to pay an additional fee of £4.55 + VAT.
9.5 Any offer of free Google Ad Words is dependant on availability.
10.1 The client understands that ecommerce is a prepaid service that requires specific information in order to run the program. Cozy Digital use various freely available 3rd party platforms for ecommerce development which are then modified to client specific needs. We do not charge clients for the cart but only for our modifications, site design and training / support.
10.2 The client acknowledges that full payment is required before the service can be provided.
10.3 Cozy Digital requires all information requested which will be discussed with your project manager in your initial set up call. The neglect to provide all relevant information or data may result in additional charges.
10.4 In the case of retrieving information from an existing ecommerce solution or other website designed by a third party, Cozy Digital are aware of the difficulties that clients may have sending websites via a web interface, so aid may be given voluntarily. However, the client must understand that a fee will be charged if the delivery of the final solution is required.
10.5 The client understands that Cozy Digital aim to have websites set-up within a six to eight week period dependant on the client providing all requested information within a reasonable period of time. If the client fails to provide Cozy Digital with the requested information then the final balance will be due for payment. The client also acknowledges that any outstanding payments are due at this time and the project may only be delayed or placed on hold if agreed with one of the directors.
10.6 The client acknowledges that they are notified about the location of their website during the development phase and is informed about what information is required in order to make the site complete. The client understands that any changes to the site, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring of the site after the client has signed it off as completed will require extra work and may incur extra charges.
10.7 The client is completely responsible for the legality of their website content in regards to trading standards and all information displayed on their website.
10.8a The client acknowledges that there are a number of merchant facilities to choose from once the site is up and running and will be advised by Cozy Digital on the best option to suit their business:
10.8 b A fee may be required to some providers before their system is made available.
10.9 SSL System (secure socket layer) – Cozy Digital will integrate this system if requested in original sign up or at an additional charge.
10.10 The client understands that they are responsible for any modifications to the product information, site documents, and any other up-dateable sections made by the client, using the management console. Unless otherwise agreed the client is responsible for inputting their own content through the back office system provided. Full training will be available for this.
10.11 There are monthly fees made payable to Cozy Digital for such services as the maintaining of the website and renewing of the licence. The client understands that any extra work or upgrades will result in additional charges or annual renewal fees.
10.12 The client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support. This can be cancelled at any time, for any reason by the client or Cozy Digital by providing 30 days notice.
10.13 Cozy Digital supplies a Customer Service Team that is readily available to offer aid to the client with regards to the E Commerce Service back office management control panel. The support will be provided through email and/or telephone.
10.14 On payment of the final balance the client accepts that the project is completed and all intellectual property rights, design and website files become the property of the client, unless otherwise agreed in additional terms and conditions agreed by both parties.
10.15 Cozy Digital reserve the right to have acredition placed on the footer of the website of at least the home page, unless otherwise agreed in additional terms and conditions agreed by both parties. If the client wishes to remove this there is a admin charge of £199 + VAT.
11 WEBSITES / CMS, DESIGN, ECOMMERCE, HOSTING, AND ALL OTHER SERVICES PROVIDED BY Cozy Digital
11.1 The client understands that their website will be designed based on their choices and instructions completed in discussions with their account manager after sign up. The client understands that all website projects are a prepaid service that requires specific information in order to run the program. Cozy Digital use various freely available 3rd party platforms for website development which are then modified to client specific needs. All websites are configured to the latest, stable versions of Internet Explorer, Firefox and Chrome.
11.2 Once the initial payments have been processed, information will be required to be provided by the client with regards to the design of the site, the client will be contacted by their account manager to confirm this process. Cozy Digital will not be held accountable for any delay in the service as a result of insufficient information or neglect to provide information in the correct format. Failure by the client to arrange final training within an acceptable time frame of 30 days will result in all final balances being due for payment.
11.3 The client understands that they have a maximum of 4 weeks to provide all relevant information requested by Cozy Digital to begin building / creating their package. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid and result in the service being suspended. Cozy Digital’s standard 6-8 week period of site creation commences once we have received all of this information.
11.4 A consultation with your appointed business manager will be arranged once all information has been provided and payment received. This consultation will be used to discuss the aesthetic aspects of the site and advice will be offered in order to maximise the website’s potential.
11.5 Cozy Digital host all websites on Linux based web servers. The standard hosting package has 5GB of disk space and 5GB of bandwidth transfer per month. Additional space and bandwidth can be purchased if required.
11.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and / or hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied. Any major site redesigns will be charged accordingly.
11.7 The client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support.
11.9 Cozy Digital are not responsible for the content placed on any sites that we provide ftp access or content management systems for. It is the responsibility of the client to ensure all content is appropriate. Unless otherwise agreed the client is responsible for inputting their own content through the back office system provided. Full training will be available for this.
11.10 On payment of the final balance all intellectual property rights, design and website files become the property of the client, unless otherwise agreed in additional terms and conditions agreed by both parties. Any 3rd party software used such as forums or blogs that requires future upgrades will be charged accordingly as and when requested by the client.
11.11 Cozy Digital reserve the right to have acredition placed on the footer of the website of at least the home page, unless otherwise agreed in additional terms and conditions agreed by both parties. If the client wishes to remove this there is a admin charge of £199 + VAT.
12 SEARCH ENGINE OPTIMISATION (OPTIMIZATION, SEO)
“SEO services” refers to all the actions or services provided by Cozy Digital as detailed in the SEO Specifications From.
Terms including “social media exposure”, “writing product descriptions”, “press release submission”, “manually create Meta tags”, “XML sitemap creation”, “Google Shopping optimisation”, “Google Places optimisation”, all refer to SEO service options which may or may not be included in your SEO services package.
“Fair use policy” refers to Cozy Digital’s policy regarding the amount of time you may take advantage of our additional email and telephone support which is defined by what level of SEO services you receive. These are as follows: Starter package – up to 1 hour per month, Small Business Package – up to 2 hours per month, Advanced – up to 2 hours per month, Premium – up to 6 hours per month. Your SEO Consultant can tell you which package you fall into.
“Best practice” refers to the generally accepted informally-standardized, best techniques, methods or processes that have proven to be effective at achieving a given task.
12.1. Your SEO services cannot begin until you have paid for your first month.
12.2. Any additional SEO services you add to your existing SEO services at a later date, will incur an additional charge.
12.3. We do not hold you into a contract but by agreeing to these terms and conditions you agree you will serve us with a minimum of 30 days’ notice (either in writing, or by a phone call which is then followed up by an email) if you wish to cancel your SEO services at any stage.
12.4. In the unlikely event that you choose to end your contract with Cozy Digital it is solely your responsibility to remove any access you have granted Cozy Digital to, for example, your ftp details, your back office, Google accounts or services or any other accounts.
12.5. Cozy Digital will always recommend keyphrases that have the potential to bring you the quickest return on your investment. If you pick keyphrases that we do not recommend, Cozy Digital cannot guarantee any timescales or increase in traffic as a result.
12.6. Any SEO work you perform out with our recommendations, including link building, changes to your website or anything else that negatively affects your rankings or your conversions will not be deemed the responsibility of Cozy Digital.
12.7. Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of keyphrases or content etc. that affects your SEO services negatively is not the responsibility of Cozy Digital.
12.8. Any onsite SEO work recommended will only be carried out by Cozy Digital if the website has been built by Cozy Digital. If Cozy Digital did not build the website, Cozy Digital will act as a consultant for any onsite SEO work recommended. Cozy Digital may be employed to work on the website if agreed in addition to the SEO work and any work carried out will be subject to agreed fee's.
12.9. Cozy Digital will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.
12.10. Any external influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of Cozy Digital.
12.11. Unless otherwise agreed; you are responsible for inputting and creating your own content.
12.12. Content created on your behalf by Cozy Digital, once you have approved it, is no longer the responsibility of Cozy Digital. You accept full responsibility for its accuracy, maintenance and its legality.
12.13. Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. Cozy Digital will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to your website rankings.
12.14. You agree to our ‘Fair Use Policy’ in regards to our ‘additional email and telephone support’.
12.14.b Fair Use Policy:
Starter package: up to 1 hour per month
Small Business Package: up to 2 hours per month
Advanced Package: up to 2 hours per month
Executive Package: up to 2 hours per month
Any additional support out with your allocated time may be subject to further charges. Invoiced at an hourly rate.
12.15. Google AdWords vouchers are available to all eligible clients (as per your contract) but must be requested by you and are only redeemable by clients who have a new Google AdWords account that has been active for less than 14 days.
12.16. All Google Analytics usage is in line with Google Analytics terms of service.
12.17. All Google Webmasters usage is in line with Google account terms of service.
12.18. Cozy Digital will not be held responsible for any loss of data you may experience from Google Analytics.
12.19. For “Google Shopping optimisation”, Cozy Digital will set up a Google base feed on your website only if the website has been built by Cozy Digital. If Cozy Digital did not build the website, Cozy Digital will act as a consultant on ‘best practice’ procedures and techniques to create one.
12.20. For “Google Places optimisation”, Cozy Digital will only act as a consultant offering advice and ‘best practice’ procedures and techniques in creating and optimising your Google Places listing.
12.21. For “XML sitemap creation”, Cozy Digital will create an automatically updating XML sitemap only if Cozy Digital built the website. If Cozy Digital did not create the website, Cozy Digital will create a static XML sitemap and upload it to Google Webmaster Tools.
12.22. It is your responsibility to create a Google account and provide unrestricted access to it for Cozy Digital to set up Google Analytics and Google Webmaster tools.
12.23. For “manually create Meta tags”, Cozy Digital will allocate time every month, taken from your SEO services as detailed in your SEO specification form.
12.24. For “press release submission”, you agree to approve each press release in advance before they are submitted. Failure to submit press releases as a result of clients not approving press releases in a timely manner is not the responsibility of Cozy Digital.
12.25. For “social media exposure”, it is your responsibility to create social networking accounts for Facebook, Twitter, LinkedIn and any other social networks Cozy Digital recommends and to provide access to these accounts for Cozy Digital where ‘social media exposure’ is included in your SEO services.
12.26. For “writing product descriptions”, Cozy Digital will allocate time every month, taken from your SEO services, as detailed in your SEO specification form.
12.27. Cozy Digital SEO LABS – This is an add-on module which enables the client to historicaly track elements of the SEO such as Page Rank, Referrers / Back Links, Twitter Posts / Digg / Delicious / Keyword Density / Indexed Pages / Supplemental Index Ratio / Back Links Watchdog / Directory Submissions and Keyphrase Rankings. The service is pre-paid on a monthly basis by Direct Debit only.
13 Social Media Marketing
13.1. Cozy Digital has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilized for campaigns. Cozy Digital has no say with respect to the type of content that social media channels accept now or in the future.
13.2. You acknowledge that Cozy Digital makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
13.3. You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Cozy Digital for inclusion in any campaigns are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements.
13.4. Minimum term of any service is one month. Cancellations of any ongoing Social Media Services must be made in writing by mail, fax or email providing 30 days notice. If Cozy Digital does not receive notification that the campaign should be stopped after the one month period in writing, you agree that Cozy Digital will continue working and payments will continue to be made.
13.5. There are no refunds available on services provided by the Cozy Digital.
13.6. No liability whatsoever (except as provided by law) will be accepted by Cozy Digital for any damages or losses arising from or as a consequence of the provision of the Services or any other act or default on the part of Cozy Digital or of any servant, agent or contractor of Cozy Digital in relation to this agreement and the Services unless the same occurs because of the negligence of Cozy Digital, its servants, agents or contractors in which case liability is limited to resupplying the Services again or a refund of the fees paid by you in the previous 1 month as elected by Cozy Digital.
13.7. Nothing in this agreement is intended to limit or exclude any liability on the part of Cozy Digital where and to the extent that applicable law prohibits such exclusion or limitation.
13.8. Cozy Digital reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Cozy Digital will refund your money for any services not yet rendered.
13.9. Your account for Social media Marketing
13.10. A Cozy Digital social media marketing account requires your valid email address and full name, you must then provide your legal full name, a valid email address, and any requested information in order to complete the account sign-up process.
13.12. Whilst Cozy Digital makes every attempt to check unlawful content, Cozy Digital cannot be responsible for the Content accessed or made available to others through the Services.
13.13 Cozy Digital has the rights to refuse or remove any Content that is available via the Services. Cozy Digital may (but has no obligation to) remove Content and accounts containing Content that Cozy Digital determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Cozy Digital determines in its sole discretion to: (a) be libelous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party's intellectual property).
13.14. You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or "spam" messages through the Services.
13.15. You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature ("Viruses") through the Services.
13.16. Use and restrictions
13.17. You may only use the Services to: (a) access Content on Cozy Digital's website; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.
13.18 You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through Cozy Digital's platforms and software.
13.19 You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws.
13.20 You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
13.21. You may not, without Cozy Digital's prior written permission (including the permissions granted by these Terms of Service): (a) copy, distribute, modify, enhance, translate, reproduce; (b) decompile, disassemble, reverse engineer, or copy source code; (c) modify another website so as to falsely imply that it is associated with the Services, Cozy Digital or any other Cozy Digital products or services.
13.22. Modifications to the services and prices
13.23. Cozy Digital may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. Cozy Digital may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice though we would strive to provide a minimum of 30 days notice should this ever occur..
13.24. Prices of all Services, including but not limited to monthly subscription plan fees for Services, are subject to change upon 30 days notice from Cozy Digital. Such notice may be provided at any time by posting the changes on Cozy Digital's website (currently located at www.cozy-digital.co.uk).
13.25. Cozy Digital shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.
13.27. Cancellation and termination for Social media Marketing Packages
13.28. If you choose to cancel your account, you are solely responsible for doing so properly. The current account cancellation procedure is as follows: Contact your account manager and confirm cancellation in writing (email is acceptable). This can be cancelled at any time, for any reason by the client or Cozy Digital by providing 30 days notice.
13.29. Cozy Digital does not accept any responsibility for loss of Content due to account cancellation.
13.30. Ownership and licenses for Social Media Marketing packages
13.31. Cozy Digital and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and Cozy Digital's Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Cozy Digital and its licensors.
13.32. We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Cozy Digital in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Cozy Digital through the Services, you grant Cozy Digital a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Cozy Digital any and all other rights you grant to applicable Third Party Service Providers.
13.33. By posting any public media using the Cozy Digital Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.
13.34. Disclaimer and limitation of liability for Social Media Marketing services
THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. COZY DIGITAL DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. COZY DIGITAL DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, COZY DIGITAL DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. COZY DIGITAL DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT COZY DIGITAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.
13.35. General conditions
13.36. Technical support is only provided to paying account holders and is only available during United Kingdom standard business operating hours, currently Monday, Tuesday, Wednesday, Thursday, Friday 9am to 5pm GMT.
13.37. You understand that Cozy Digital uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
13.38. You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
13.39. The failure of Cozy Digital to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Cozy Digital and governs your use of the Services, superseding any prior agreements between you and Cozy Digital (including, but not limited to, any prior versions of the Terms of Service). A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Cozy Digital's ability to amend these Terms of Service, they cannot be changed.
13.40. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.
13.41. You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall ensure to the benefit of and be binding upon you and Cozy Digital and their respective successors (including any successor by reason of amalgamation) and assigns.
13.42. You agree that if you sue Cozy Digital and do not obtain judgment in your favour, you will pay all of Cozy Digital's costs, including reasonable fees for in-house and outside legal counsel.
14.1 Cozy Digital warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
The Client shall indemnify Cozy Digital against all claims, costs and expenses which Cozy Digital may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Cozy Digital alleging that any services provided by Cozy Digital in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
16 LIMITATION OF LIABILITY
16.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Cozy Digital to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
16.2 In no event shall Cozy Digital be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
16.3 Nothing in these Terms and Conditions shall exclude or limit Cozy Digital’s liability for death or personal injury resulting from Cozy Digital’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
17.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
17.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
17.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
17.4 the other party ceases to carry on its business or substantially the whole of its business; or
17.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
18 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
19 DATA PROTECTION
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
20 INDEPENDENT CONTRACTORS
Cozy Digital and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Cozy Digital may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Cozy Digital of its obligations under this Agreement.
The Client shall be entitled to assign its rights or obligations or delegate its duties under this agreement with the prior written consent of Cozy Digital.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts., such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been served at the time by which the letter was served via recovered delivery.
25 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
26 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
27 GOVERNING LAW AND JURISDICTION
This Agreement shall be interpreted and construed according to, and governed by, the laws of Scotland, excluding any such laws that might direct the application of the laws of another jurisdiction. Edinburgh court shall have jurisdiction to hear any dispute under this Agreement.
28 TERMS OF TELEPHONE SERVICE
28.1 Cozy Digital Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at email@example.com. If during the customer relations call the client is abusive, Cozy Digital hold the right to remove the clients support privileges. Telephone calls and / or emails shall be responded to within a maximum of 24 hours except on weekends when it will be the next working day.
29 SUSPENSION AND CANCELLATION OF SERVICES
29.1 Cozy Digital hold the rights to cancel and suspend / terminate any services to the client if they are not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for Cozy Digital to provide a full service. If the client fails to provide the relevant content to their package(s) after 4 weeks from sign up date, or neglets to maintain regular correspondance again up to 4 weeks, Cozy Digital reserve the right to suspend any services the client has with Cozy Digital. If the client wishes to unsuspend their account they may be liable to pay £199 + VAT. Please note that if your account has been suspended and you fail to contact Cozy Digital your website and or other services may be cancelled, deleted from the server, and any monies you owe to Cozy Digital for services provided will still be due and may be passed to a debt collection agency to reclaim. We advise you that you should always keep a copy of your website files independently.
On occasions where a client may request to pause, cancel or turn their hosting off and not continue to pay hosting fees Cozy Digital may agree to keep a copy of the website on request in case of a future re-activation request however there is no guarantee that your data will be stored indefinetly and it is the clients responsibility to retain a copf of their own files at all times.
29.2 Any refunds due on cancellation of services as agreed with Cozy Digital will be paid within 60 days of confirmation of cancellation.
29.3 If you wish to move your site away we will send you all the website files and database(s) to you by recorded delivery. There is a £50 + VAT admin charge for this
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