Proposal terms and conditions

Terms and conditions

This Agreement is between Cohenit Limited (referred to as “we,” “us,” or “our”) and you, the person, organization, or entity mentioned in the Proposal (referred to as “you” or “your”). We and you are the Parties to this Agreement.

Acceptance and Terms

You accept this Agreement by:

1. Electronically signing and returning this Agreement.
2. Notifying us by email that you accept this Agreement.
3. Requesting us to proceed with the provision of the Services (either orally or in writing).
4. Paying any part of the Fees.

This Agreement will start on the Commencement Date and will continue until we have completed providing the Services to you, as reasonably determined by us, unless terminated earlier according to its terms (Term).

Services

1. Upon payment of the Fees, we will provide the Services as outlined in this Agreement, either by ourselves or through our Personnel.
2. If a specific time for delivering the Services is mentioned in this Agreement, it is an estimate and does not create an obligation for us to meet that deadline.
3. Services not mentioned in the Proposal are not included in this Agreement, unless you expressly request and we accept them in writing, following the terms outlined in the Variation Clause.
4. If a deposit or upfront Fee is required, it must be paid before we start providing the Services.
5. Deliverables may consist of multiple Units, as defined in the Proposal.
6. When providing Deliverables, we will adhere to the format and use the source files specified in the Proposal.

Acceptance of Deliverables

1. We may create sample Deliverables (including Units) as a prototype for future Deliverables. Your acceptance of these sample Deliverables is required according to this clause.
2. Within 7 Business Days of receiving a Deliverable (or Unit within a Deliverable), you must review it and inform us if you accept it or if modifications are needed. If you don’t provide any response within 14 Business Days, the Deliverable will be considered accepted.
3. If you request modifications within the scope of the agreed Services, we will make one round of modifications and present the updated Deliverable for your acceptance. This process can be repeated once more if needed.
4. If further modifications are still required after the second round or if the requested modifications fall outside the agreed Services, a variation request must be submitted according to the Variation Clause.
5. Any delays caused by your failure to accept Deliverables promptly are not our responsibility. In such cases, you will be invoiced for the work completed, and further Deliverables (including Units) will not be provided.

Variations

1. Any changes to the Services require written agreement between both Parties and will be priced based on our current rates.
2. If we believe that any instruction or direction from you qualifies as a variation (such as increasing the number of Units or requesting additional modifications during Acceptance Testing as per the Variation Clause), we are not obligated to comply with it unless agreed upon according to the Variation Clause.

Your Obligations

You agree to:

1. Comply with this Agreement, our reasonable requests, requirements, and applicable laws.
2. Communicate with our designated contact person (as notified to you and updated when necessary).
3. Provide all necessary assistance, information, documentation, access, facilities, authorities, consents, licenses, and permissions to enable us to fulfill our obligations under this Agreement and comply with the law.
4. If the provision of Services or delivery of any Deliverables depends on Intellectual Property, Your Materials, information, consents, or approvals from you or your Personnel, you will provide them promptly. Failure to do so grants us an extension of time for any affected deadlines or milestones, and we will not be liable for a failure to perform Services caused by your delay.
5. Inform us of any factors that may impact our ability to provide Services to you.

Payment

You agree to make the following payments:

1. The Fees
2. All Expenses
3. Any other amounts specified in this agreement
   1. These payments should be made according to the Payment Terms.
   2. We will send you an invoice for the Fees (or relevant portion) and you are required to make the payment within the specified timeframe, as mentioned in the invoice, Proposal, or as agreed upon by both Parties.
   3. Failure to comply with the Payment Terms allows us, at our discretion, to:
      1. Immediately stop providing the Services and recover our additional costs incurred.
      2. Charge interest on the unpaid amount after the due date, calculated daily at a rate equal to the Bank of England’s interest rate plus 7% per annum, compounded monthly.
      3. Engage debt collection services to recover the unpaid amount, and you will be responsible for any associated costs incurred.

Third Parties

1. We are not responsible for Third Party Services.
2. You agree to provide us access to any necessary Third Party Services for us to provide the Services.
3. If requested, you may provide us with your account information (Credentials) for Third Party Services, allowing us to access and perform the Services.
4. With your written approval, we may create an account for you on a Third Party Service or engage a new service using your existing Third Party Service account. You are responsible for providing personal information, payment details, and complying with the terms, conditions, and fees of the Third Party Service.
5. If we create a Third Party Service account for you, we will provide you with the Credentials and keep a copy for future access when needed.
6. We will take reasonable measures to securely store your Credentials and personal information in our systems, limiting access to authorized personnel or necessary third parties assisting with the Services.
7. You must promptly inform us if you believe your Credentials have been compromised.
8. Upon termination of this Agreement or our reasonable request, it is recommended that you change your Credentials for security purposes when accessing Third Party Services.
9. We do not provide any warranty or guarantee for Third Party Services, and we are not responsible for their performance or any failures in service provision.

Warranties

You represent, warrant, and agree that:

1. You are legally able to enter into this Agreement.
2. All information and documentation provided by you in connection with this Agreement is true, correct, and complete.
3. You have not relied on any representations or warranties from us regarding the Services, unless expressly stated in this Agreement.
4. You are responsible for the use of the Services, ensuring it is not used to break laws, infringe on rights, transmit offensive material, or disrupt the supply of Services.
5. If you provide materials for the Services, you have the right to do so, they do not infringe on third-party rights, and they comply with relevant regulations and privacy laws.
6. You are not insolvent and, if applicable, hold a valid business permit and are registered for VAT purposes.

Intellectual Property

1. We own the Intellectual Property Rights in Our Materials.
2. You own the Intellectual Property Rights in Your Materials.
3. This Agreement does not transfer or assign any Intellectual Property Rights in Our Materials or Your Materials.
4. Any new materials or improvements created during the agreement will be owned by us. Upon full payment, we will assign those materials to you.
5. You grant us a non-exclusive, revocable license to use Your Materials, New Materials, and Improvements for the duration of the agreement.
6. If there are Moral Rights associated with the materials, you agree to consent to our use or infringement of those Moral Rights.
7. You and your personnel must not commit any Intellectual Property Breach in relation to the use of Intellectual Property Rights under this Agreement.
8. This clause will remain in effect even after the termination or expiry of the Agreement.

Confidential Information

Each receiving party agrees to:

1. Not disclose the confidential information of the disclosing party to any third party.
2. Make reasonable efforts to protect the confidential information from unauthorized disclosure.
3. Use the confidential information only for the purposes it was provided, and not for any other purpose.

These obligations don’t apply if:

1. The disclosure is necessary to fulfill the parties’ obligations under the Agreement.
2. The disclosing party authorizes the disclosure.
3. The information is publicly available or no longer confidential, except if it resulted from a breach of the Agreement.
4. The disclosure is required by law or a regulatory authority.

Both parties acknowledge that monetary damages may not be sufficient for a breach of this clause. Therefore, a party may seek an injunction or other legal remedies to prevent or address a breach.

This clause will remain in effect even after the termination of the Agreement.

Consumer Law

Certain laws, such as consumer protection laws, may grant you rights, warranties, guarantees, and remedies regarding the Services that cannot be excluded, restricted, or modified (Statutory Rights).

If you are a consumer, this Agreement does not exclude your Statutory Rights. Our liability for Services provided to a consumer is governed by the Consumer Rights Act 2015 and this Agreement.

Except for your Statutory Rights, we exclude all express and implied warranties. All materials, work, and services, including the Services, are provided without warranties of any kind.

This clause will remain in effect even after the termination or expiry of the Agreement.

Exclusions to liability

To the maximum extent permitted by law, we are not liable for any liability arising from:

1. You or your personnel’s actions or omissions.
2. Works, services, goods, materials, or items not provided by us or not part of the Services.
3. Third Party Services.
4. Unavailability of the Services or any delays in providing them, regardless of the reason.
5. Events beyond our control.

If you fail to provide content or information within the agreed timeframe, it may cause delays in the Services.

This clause will remain in effect even after the termination or expiry of the Agreement.

Limitations on liability

To the maximum extent allowed by law:

1. Neither party is liable for Consequential Loss.
2. Liability of a party under this Agreement will be reduced proportionately if the other party or its personnel contributed to the liability.
3. Our total liability for any liability related to this Agreement is limited to either providing the Services again or refunding the Fees paid for the relevant Services, at our discretion.

This clause remains in effect even after the termination or expiry of the Agreement.

Termination

Either party can terminate this Agreement by giving 60 days’ written notice.

We can immediately terminate this Agreement if:

1. You breach a material term and fail to remedy it within 10 Business Days.
2. You fail to provide clear or timely instructions or information.
3. Our working relationship is irretrievably broken down.
4. Circumstances beyond our control compromise our ability to provide the Services.
5. You are unable to pay your debts as they fall due.

You can terminate this Agreement if:

1. We breach a material term and fail to remedy it within 10 Business Days.
2. We are unable to pay our debts as they fall due.

Upon termination or expiry of the Agreement:

1. We will stop providing the Services immediately.
2. Payments made by you are non-refundable.
3. You must pay for all Services provided prior to termination.
4. You are responsible for our additional costs if you terminate for convenience.
5. We may delete your data after 90 days.
6. You must return or destroy our Confidential Information, Materials, and Intellectual Property.
7. We will retain your documents as required by law.

Termination does not affect accrued rights or liabilities.

This clause remains in effect after termination or expiry of the Agreement.

General

Amendment: This Agreement can only be changed by a written agreement signed by both Parties.

Assignment: Neither Party can transfer their rights or obligations under this Agreement without the written consent of the other Party, unless it is unreasonable to withhold consent.

Counterparts: This Agreement can be signed in multiple copies, all of which together will be considered one agreement.

Disputes: Before initiating court proceedings for any dispute related to this Agreement, the Parties must first try to resolve the dispute by meeting and discussing it in good faith. Mediation will be attempted, with costs shared equally. This does not prevent a Party from seeking urgent court relief if necessary.

Entire agreement: This Agreement represents the complete understanding between the Parties and replaces all previous discussions and agreements on the subject.

Further assurance: Each Party must promptly take all necessary actions to fulfill their obligations under this Agreement.

Governing law: This Agreement is governed by the laws of England, UK. The Parties submit to the exclusive jurisdiction of the courts in England.

VAT: If applicable, VAT will be specified in our invoice and should be paid along with the Fees.

Validity: All quotes are valid for 14 days unless otherwise stated.

Notices: Any written notice under this Agreement must be sent to the recipient’s last notified address. Notices can be sent by standard post or email and are considered delivered after 48 hours (post) or upon transmission (email).

Online execution: This Agreement can be signed using an online document execution service designated by us, following the service’s terms and conditions.

Publicity: We have the right to advertise or publicize our provision of Services to you on our website, in case studies, or in promotional material.

Relationship of Parties: This Agreement does not create a partnership, joint venture, employment, or agency relationship between the Parties.

Severance: If any provision of this Agreement is deemed invalid or unenforceable, it will be interpreted to the extent necessary to make it valid and enforceable. If that is not possible, the provision will be removed without affecting the validity of the remaining provisions.

Definitions

In this Agreement:

Agreement refers to the Proposal, these terms and conditions, and any attached or referenced documents.

Business Day means a weekday when banks are open for general banking business in England, excluding Saturdays, Sundays, and public holidays.

Commencement Date is the date you accept this Agreement.

Confidential Information includes information disclosed in connection with this Agreement, prepared or produced under this Agreement, or related to the Disclosing Party’s business, assets, or affairs.

Consequential Loss includes various types of losses such as loss of profit, revenue, business, opportunity, and data.

Deliverables are the items we agree to provide as part of the Services, specified in the Proposal.

Disclosing Party is the party sharing Confidential Information with the Receiving Party.

Expenses include costs incurred by us for the provision of the Services, agreed upon in writing by you.

Fees refer to the fees outlined in the Proposal.

Improvements are any developments or modifications made to Your Materials or any New Materials during the Term, including the acquisition of Intellectual Property Rights.

Intellectual Property encompasses various forms of intellectual property, including copyright, designs, trademarks, domain names, trade secrets, and software.

Intellectual Property Rights are the rights associated with Intellectual Property.

Intellectual Property Breach refers to any infringement of our Intellectual Property Rights by you or your Personnel.

Laws include applicable laws, regulations, guidelines, and requirements related to this Agreement or the provision of the Services.

Liability covers expenses, costs, losses, damages, claims, demands, or judgments arising from this Agreement, whether direct or indirect.

Our Materials include any work, models, technologies, information, and services we provide under this Agreement, which may be owned or licensed by us and protected by laws.

Interpretation

In this Agreement, unless stated otherwise:

References to this Agreement or any other document include all schedules and annexes, as they may be modified or replaced over time.