Last updated: 27/10/2022

COSMO, Inc. is pleased to set out its Terms and Conditions, which will apply to the work we do for you. These Terms and Conditions and the Quote/Production Estimate are supplied to you from the contract between us to provide COSMO's services.

1. COSMO’s Role:
1.1. The Services: COSMO, Inc. will provide the services described in the Quote/Production Estimate. As an assignment develops, it may be that the scope of the required work changes. Where this is the case, COSMO will seek to discuss it with you at the earliest opportunity to agree upon any variations to the scope of the Services and the Quote/Production Estimate, which may be necessary.

Authors Corrections. Unless specified in the Quote/Proposal, we include two rounds of changes on all items following the presentation of an initial concept. Revisions briefed after that will be charged according to COSMO's standard hourly rate card.

1.2. Information: To maximise COSMO's effectiveness, we must work with you as a team. COSMO's work will often depend on you (or your other advisers) providing information promptly. To avoid unnecessary verification, COSMO will assume all information you provide is complete and accurate unless you tell us otherwise.

1.3. Incidentals: Couriers or printed proofs from external printers if required, to be charged to the client.

1.4. Termination: Should you wish to terminate the contract after the commencement of work, you will be invoiced for work already completed.

1.5. Force Majeure: COSMO, Inc. shall not be liable for any delay or failure to perform its obligations where such delay or failure to perform arises from circumstances outside COSMO's reasonable control.

2. Payment Terms:
2.1. Payment Terms: Invoices shall be settled by bank transfer into COSMO’s nominated bank account within 14 days of the date on the invoice unless agreed otherwise. COSMO shall retain ownership of all work until full payment has been made.

2.2. Other Specialist Services: COSMO’s estimate is exclusive of third-party costs such as photography, illustration, video production, sound recording etc unless otherwise included in the estimate. COSMO, Inc. may, unless you instruct us otherwise, seek such specialist services on areas outside our expertise. The costs of such services will be passed on to and will be quoted according.

3. Scoping:
3.1. In most cases, COSMO, Inc. will provide a scoping document which details the functionality in the work we do for our clients, this includes but is not limited to a website, application or marketing campaign. Where the client signs and approves this scoping document, any changes beyond the scope will be handled as a new update and priced accordingly.

4. Content:
4.1. Content and Images: Your responsibility is to provide us with the required information about your business and marketing objectives. COSMO takes no responsibility for errors in content supplied by you. Any changes thus incurred may be chargeable at standard rates. Unless specified otherwise, it is your responsibility to provide all necessary text and graphic materials that make up the content of the work. All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Images should be supplied as jpeg, gif, tif, png or psd format. The text should be supplied as a MS Word/Google Doc. Failure to supply material in an easily accessible format may incur additional costs for retyping text. A further charge may be made if the content is provided in a form where a significant amount of copywriting is required.

4.2. Information for charts, graphs, and infographics to be supplied in Excel/Google sheets. If we are required to retype large amounts of content, then additional costs may be incurred.

4.3. Client-supplied images should always be high-res at 300DPI. Lower resolution images are acceptable if they are solely for use on the web. COSMO will assume that all images supplied to us are owned by the Client or have been purchased from stock libraries and are licensed to the client for use. We cannot use images taken from Google.

4.4. If you are using images of children you have taken, then we will assume that you have been given the permission to use these images.

4.5. You grant COSMO, Inc. permission to utilise logos and any other company identity to create the project. You agree to indemnify COSMO from all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

5. Confidentiality:
5.1. Confidentiality: As required by law, COSMO will keep your documents and affairs confidential unless you permit disclosure or the relevant circumstances are already in the public domain. COSMO may, however, disclose your documents and affairs to:

(i) such of your other service providers as you inform COSMO are involved in any assignment on which COSMO is instructed;

(ii) COSMO's affiliates or related parties; and

(iii) any other service provider to whom COSMO may properly delegate aspects of any assignment to provide a full range of services.

6. Intellectual Property:
6.1. Freedom to use Ideas and IP: COSMO may develop or use for other clients any ideas, concepts, source code, information, or know-how reflected in any of the materials provided to you (in whatever form) or otherwise developed while providing services to you.

6.2. Ownership of Materials and Intellectual Property: All products, creative works, plans for designs, unique campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, artwork, production services, public and other marketing material (whether on paper, computer disk, by email or in some other digital format) accepted by COSMO, shall, upon you paying COSMO in full for the relevant materials, be your property, except to the extent that any intellectual property rights therein have been reserved by COSMO or third parties engaged or employed by COSMO, Inc.

6.3. Portfolio Rights. COSMO retains the right to showcase your project on its website and design portfolio to promote our work.

6.4. Working Files and Copyright. COSMO owns the legal copyright of our working files. Working files are our intellectual property, and this can be and is not limited to design concepts, design elements, infographics, fonts and imagery. Working files are not released as part of our projects. If you wish to be supplied with working files, then this needs to be requested and we will provide a quote for this release.

7. Indemnity
7.1. All services may be used for lawful purposes only. You agree to indemnify and hold COSMO harmless from any claims resulting from your use of our service that damages you or any other party.

8. Liability:
8.1. Our total liability to you in contract or tort arising in connection with this contract shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, goodwill, anticipated savings, or any other indirect or consequential loss.

9. Variation
9.1. Variation: These Terms and Conditions (and/or) the contents of any agreement they relate to) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued, unless otherwise specifically agreed.

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