Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the website koseti.com (the "Site") and any services provided by Koseti Digital Studio ("we", "our", "us", or "Koseti").

By accessing our Site or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Site or services.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Site. Your continued use of the Site following any changes constitutes acceptance of the revised Terms.

2. About Us

Koseti Digital Studio is a digital services company providing web design, development, data analytics, and digital marketing services. We are based in Middlesbrough, England, United Kingdom.

To contact us, please email hello@koseti.com.

3. Services

We offer the following services:

• Web Design and Development
• Laravel and Custom Web Application Development
• Data Analytics and Business Intelligence
• Digital Marketing and SEO
• Graphic Design
• Website Maintenance and Support

Specific services, deliverables, timelines, and pricing will be set out in a separate proposal, statement of work, or service agreement ("Service Agreement"). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

4. Quotations and Proposals

Any quotation or proposal provided by us is valid for 30 days from the date of issue unless otherwise stated.

Quotations are based on the information provided by you. If additional requirements or changes are identified after the quotation is issued, the price may be adjusted accordingly.

A quotation does not constitute a binding contract until accepted in writing by both parties.

5. Payment Terms

5.1 Fees

All fees for our services will be set out in the applicable Service Agreement. Unless otherwise stated, all prices are quoted in British Pounds Sterling (GBP) and are exclusive of VAT where applicable.

5.2 Payment Schedule

Unless otherwise agreed in writing:

• A deposit of 50% of the total project fee is required before work commences
• The remaining 50% is due upon project completion, prior to final delivery or website launch
• For ongoing services, invoices are issued monthly and are due within 14 days of the invoice date

5.3 Late Payment

If payment is not received by the due date, we reserve the right to:

• Suspend work on the project until payment is received
• Charge interest on overdue amounts at a rate of 4% above the Bank of England base rate per annum, calculated daily
• Recover reasonable debt collection costs
• Withhold delivery of completed work or take down live websites

5.4 Refunds

Deposits are non-refundable once work has commenced unless we are unable to deliver the agreed services. Any refunds will be at our sole discretion and may be subject to deduction for work already completed.

6. Client Responsibilities

You agree to:

• Provide all necessary content, materials, and information required for the project in a timely manner
• Ensure that all content provided is accurate, lawful, and does not infringe any third-party rights
• Respond to requests for feedback or approval within agreed timeframes
• Obtain any necessary licences or permissions for third-party content
• Designate a single point of contact authorised to make decisions on your behalf
• Maintain backup copies of all content provided to us

Delays caused by failure to meet these responsibilities may result in project delays and additional costs.

7. Project Delivery and Timelines

Any timelines or delivery dates provided are estimates only and are not guaranteed. While we make every effort to meet agreed deadlines, we shall not be liable for any delays caused by:

• Late provision of content or materials by you
• Changes to project scope or requirements
• Delays in receiving feedback or approvals
• Circumstances beyond our reasonable control

8. Revisions and Changes

The number of revisions included in a project will be specified in the Service Agreement. Revisions refer to minor changes and adjustments within the agreed scope.

Changes that fall outside the original scope, or additional revision rounds beyond those included, will be quoted separately and charged at our standard hourly rate or as agreed.

Major changes to project requirements after work has commenced may require a new quotation and may affect the project timeline and cost.

9. Intellectual Property Rights

9.1 Client Materials

You retain ownership of all content, images, logos, and materials you provide to us. You grant us a licence to use these materials solely for the purpose of delivering the agreed services.

9.2 Our Work

Upon receipt of full payment, we assign to you the intellectual property rights in the final deliverables specifically created for your project, except for:

• Third-party materials (fonts, stock images, plugins, libraries) which are subject to their own licence terms
• Our pre-existing tools, frameworks, code libraries, and methodologies, which remain our property

9.3 Portfolio Rights

We reserve the right to display completed work in our portfolio, on our website, and in marketing materials, unless otherwise agreed in writing.

9.4 Open Source Software

Our work may incorporate open source software components. These components are subject to their respective open source licences, which you agree to comply with.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• Our services will be performed with reasonable skill and care
• Our work will substantially conform to the specifications agreed in writing
• To the best of our knowledge, our original work will not infringe any third-party intellectual property rights

10.2 Disclaimers

Except as expressly stated in these Terms:

• Our Site and services are provided "as is" without any warranties of any kind, either express or implied
• We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components
• We do not guarantee any specific results from the use of our services, including but not limited to search engine rankings, website traffic, or business outcomes
• We are not responsible for the content, accuracy, or availability of third-party websites linked from our Site

11. Limitation of Liability

To the fullest extent permitted by law:

• Our total liability arising out of or in connection with these Terms or any service provided shall not exceed the total fees paid by you for the specific service giving rise to the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill
• We shall not be liable for any loss arising from your failure to maintain adequate backups of your data or content

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Koseti, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms
• Your use of our Site or services
• Content or materials you provide that infringe any third-party rights
• Your violation of any applicable law or regulation

13. Termination

13.1 Termination by You

You may terminate a project at any time by providing written notice. Upon termination, you shall pay for all work completed up to the date of termination. The deposit is non-refundable unless we are in material breach.

13.2 Termination by Us

We may terminate or suspend services if:

• You fail to make payment when due
• You breach any material term of these Terms or the Service Agreement
• You become insolvent or enter into administration or liquidation
• Continuing the project would require us to act unlawfully or unethically

13.3 Effect of Termination

Upon termination, all licences granted under these Terms shall immediately terminate. Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

14. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Is required to be disclosed by law or court order

15. Website Hosting and Maintenance

Unless otherwise agreed, we do not provide hosting services. We can recommend hosting providers, but you are responsible for your own hosting arrangements and costs.

Website maintenance and support services, if required, are available under separate agreement. Without a maintenance agreement, we are not responsible for updates, security patches, or ongoing support after project completion.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations due to circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government actions, power failures, internet outages, or pandemics.

17. Use of Our Website

17.1 Acceptable Use

You agree not to use our Site:

• In any way that violates any applicable law or regulation
• To transmit any unsolicited or unauthorised advertising or promotional material
• To impersonate or attempt to impersonate Koseti or any other person or entity
• To engage in any conduct that restricts or inhibits anyone's use of the Site
• To attempt to gain unauthorised access to any part of the Site or any systems or networks connected to it

17.2 Content Accuracy

We make reasonable efforts to ensure the information on our Site is accurate and up to date. However, we do not warrant the completeness, accuracy, or reliability of any content on the Site.

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between you and Koseti and supersede all prior agreements, representations, and understandings.

19.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.3 Waiver

No failure or delay by either party in exercising any right shall operate as a waiver of that right.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without your consent.

19.5 Third-Party Rights

These Terms do not confer any rights on any person or party other than the parties to these Terms.

20. Contact Us

If you have any questions about these Terms of Service, please contact us:

Koseti Digital Studio
Email: hello@koseti.com
Address: Middlesbrough, England, United Kingdom