Terms & Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client") and Kognito Digital ("Kognito", "we", "us", or "our") governing your use of our services. By engaging our services, you agree to be bound by these Terms.

Kognito provides digital marketing, brand development, web development, and related creative services ("Services") as described in individual project proposals or statements of work. All Services are subject to these Terms unless explicitly modified in writing.

We reserve the right to refuse service to anyone for any reason at any time, and to modify or discontinue Services with or without notice.

Each project will be governed by a proposal or statement of work that outlines the specific deliverables, timeline, and fees. Any work outside the agreed scope will be considered additional work and may incur additional fees.

Changes to project scope must be requested in writing and agreed upon by both parties before implementation.

Payment terms will be specified in individual project proposals. Unless otherwise stated: a deposit of 50% is required before work commences; the remaining balance is due upon project completion or as specified in milestone payments; invoices are payable within 14 days of issue; late payments may incur interest at a rate of 1.5% per month or the maximum permitted by law; and we reserve the right to suspend services for accounts with overdue balances.

All fees are exclusive of applicable taxes, which are the Client's responsibility.

The Client agrees to provide timely access to necessary materials, information, and resources; respond to requests for feedback and approvals within reasonable timeframes; ensure all content provided is accurate, legal, and does not infringe third-party rights; maintain backup copies of all materials provided to us; and provide login credentials and access to third-party platforms as necessary.

Delays caused by Client inaction may result in project timeline extensions and potential additional fees.

Client Materials: All materials provided by the Client remain the Client's property. The Client grants us a license to use such materials solely for the purpose of providing Services.

Deliverables: Upon full payment, the Client receives ownership of the final deliverables specifically created for the Client as outlined in the project scope. This does not include pre-existing materials, templates, or frameworks; third-party licensed components or software; working files, source code, or development materials unless specifically agreed; or our methodologies, processes, or proprietary tools.

Portfolio Rights: We reserve the right to display completed work in our portfolio and marketing materials unless confidentiality is explicitly agreed in writing.

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives termination of the agreement. Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from third parties.

We warrant that Services will be performed with reasonable skill and care consistent with industry standards.

Except as expressly provided herein, all Services are provided "as is" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that Services will meet all Client requirements or expectations; will be uninterrupted, timely, secure, or error-free; that results will be accurate, complete, or reliable; that third-party platforms will remain available or compatible; or that any specific business results will be achieved.

While we implement reasonable technical and organisational safeguards, we do not warrant or guarantee that systems are immune from cyber attacks, hacking, unauthorised access, or data breaches.

You acknowledge that no digital system is completely secure. To the maximum extent permitted by law, we are not liable for any data breach, loss, or unauthorised access, nor for any consequential loss arising from such events.

To the maximum extent permitted by law, Kognito and its directors, employees, contractors, or affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities; business interruption or loss of goodwill; cost of substitute services or products; damages arising from third-party claims; or any other commercial damages or losses.

Our total aggregate liability arising from or related to these Terms or the Services shall not exceed the total fees paid by the Client for the relevant services in the 3 months preceding the event giving rise to the claim, or NZD $5,000, whichever is less.

The Client agrees to indemnify, defend, and hold harmless Kognito and its directors, employees, contractors, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from Client's use of deliverables or Services; Client-provided content, materials, or instructions; Client's breach of these Terms; violation of any law or third-party rights by the Client; or any modifications made to deliverables by parties other than Kognito.

Our Services may integrate with or link to third-party services, platforms, or websites. We are not responsible for the availability, functionality, or security of third-party services; changes to third-party APIs, terms, pricing, or policies; data privacy practices of third parties; or content or practices of linked websites.

Use of third-party services is at the Client's own risk and subject to their respective terms and conditions.

Where administrative or system access is provided to you or third parties on your behalf, you assume responsibility for any changes made, the integrity of the system, and its ongoing security.

We are not liable for issues arising from modifications made by the Client, their staff, or any other party granted access by the Client.

Unless explicitly included in a paid maintenance or hosting agreement, you are responsible for maintaining your own backups and disaster recovery procedures.

Where backups are provided by us as part of an agreed service, they are provided without guarantee. Successful restoration cannot be guaranteed and is subject to the nature and extent of the data loss or system failure.

Timelines are estimates based on the information available and Client cooperation. We will make reasonable efforts to meet agreed timelines, but they are not guaranteed. We are not liable for delays caused by Client delays in providing materials, feedback, or approvals; changes to project scope; third-party service failures or unavailability; or force majeure events beyond our reasonable control.

By Client: The Client may terminate a project at any time with written notice. The Client remains liable for all fees for work completed and committed costs incurred up to the termination date, plus a termination fee of 25% of remaining project value.

By Kognito: We may terminate immediately if the Client fails to pay undisputed invoices within 30 days; breaches these Terms and fails to remedy within 14 days of notice; engages in abusive, threatening, or unlawful conduct; or becomes insolvent or enters bankruptcy proceedings.

Upon termination, all outstanding fees become immediately due and payable.

Unless specifically included in a project proposal or separate maintenance agreement, we are not obligated to provide ongoing support, updates, bug fixes, or maintenance after project completion. Such services are available under separate agreements and fees.

Neither party shall be liable for failure to perform obligations due to circumstances beyond their reasonable control, including acts of God, war, terrorism, pandemics, natural disasters, government actions, internet or utility failures, or third-party service disruptions.

In the event of any dispute, the parties agree to first attempt resolution through good faith negotiation. If negotiation fails, the parties may attempt mediation before pursuing litigation.

These Terms shall be governed by and construed in accordance with the laws of New Zealand. Any disputes arising from these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of New Zealand.

We collect and process personal information in accordance with applicable data protection laws. By engaging our Services, you consent to such processing and warrant that any personal data provided to us has been collected lawfully and with appropriate consents.

Entire Agreement: These Terms, together with any project proposals or statements of work, constitute the entire agreement between the parties.

Amendments: We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients.

Severability: If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

No Partnership: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

For questions about these Terms, please contact us at [email protected] or visit kognito.digital/contact.