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Terms & Conditions

Our Terms of Service

Thank you for signing up for a subscription with COGO Assist. By placing an order, clicking to accept this Agreement, or using or accessing any COGO Assist or related services, you agree to all the terms and conditions of this Terms of Service Agreement. We do not require a signed agreement: your use of any services or resources provided by us, including this website, denote your complete agreement with and acceptance of these terms and conditions. Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time. 

1. INTRODUCTION 

1.1 COGO Assist is a United Kingdom based company trading in the United Kingdom. Our service and these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

1.2 Please read these terms and conditions and COGO Assist's Privacy Policy carefully before you agree to register by means of this website to receive services from COGO Assist. You are referred to as the "Client" in these Terms.

1.3 In the event of any comments or questions in relation to the Services or the Website, the Client should contact COGO Assist at contact@cogoassist.com

2. DEFINITIONS

2.1 “Client” means the individual or organisation that buys or agrees to buy the Services from COGO Assist
2.2 “Contract” means the contract between COGO Assist and the Client for the provision of Services incorporating these Terms and Conditions;

2.3 “Services” means the services that the Client agrees to buy from COGO Assist;
2.4 “Terms and Conditions” means the terms and conditions for the provision of Services set out in this agreement and any special terms and conditions agreed in writing by COGO Assist;
2.5 “Website” means cogoassist.com
2.6 “Bill day” means the day of the month on which Client agrees by means of the Website to begin the Monthly Subscription Charge, and the same day in each subsequent month. In the event that the day of the month on which Client agrees by means of the Website to begin the Monthly Subscription Charge does not occur in any month (e.g. 30th in February), the last day of that month shall be substituted in its place as the Bill day.

2.7 “Assistant” means each (one or more) worker supplied by us to you for the purpose of the Task. Other staff members belonging to us may also be supplied in this capacity from time to time;

2.8 “We/Us/Our” means COGO Assist

3. SCOPE

These terms of service sets forth the terms and conditions whereby COGO Assist agrees to produce certain services to the Client. COGO Assist will be engaged for the limited purpose of providing these Services to the Client.


4. NO EMPLOYMENT

Assistant's relationship to the Client shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Assistant. The Assistant shall not represent to any third party that any such relationship exists. The relationship shall be non-exclusive, and the Virtual Assistant shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined below). 

5. CLIENT OBLIGATIONS

Client agrees to:

5.1. Co-operate with COGO Assist in all matters relating to the Services

5.2. Obtain all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant COGO Assist the rights set out in this Agreement

5.3.  Use the COGO Assist Service in compliance with our then-current Acceptable Use Policy

5.4. Comply with any third-party terms applicable to any Customer Apps (such as app store terms), and to any Third-Party Products used in connection with the COGO Assist Service

5.5. Not take any action that would cause COGO Assist to become subject to any third-party terms.

5.6. Represent and warrant that its Customer Properties and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights.

5.7. The Client shall be liable to pay to COGO Assist, on demand, all reasonable costs, charges or losses sustained or incurred by COGO Assist that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to COGO Assist confirming such costs, charges and losses to the Client in writing.

5.8. Disclose the Confidential Information and the Client Material to COGO Assist and to authorise COGO Assist to use it for the purpose of providing the Services.

5.9. Take ownership of all deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Assistant conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”). COGO Assist hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.


6. WARRANTIES

COGO Assist represents and warrants that Assistant has the knowledge, skills, and experience necessary to provide the Services. We agree that during the term of this Agreement, we will agree to provide the Services at the request of the Client. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party. 

 

COGO Assist makes no warranty that:

(a) the Services will meet the Client's requirements;

(b) the Website will be uninterrupted in its availability, timely, secure, or error-free;

(c) the Work will be error-free or comprehensive;

(d) any particular Assistant will be available to carry out any task;

(e) the Client Material and Confidential Information will be 100% secure against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite COGO Assist taking appropriate technical and organisational measures intended to ensure such security; or

(f) the quality of any Work obtained by the Client through the Services will meet the Client's expectations.

7. FEES & PAYMENT

7.1 The Initial consultation for the client is complimentary.

7.2 The Client is solely responsible for the payment of services availed from COGO Assist. All Charges are inclusive of VAT

7.3 COGO Assist ensures that our every Assistant records the amount of time spent on the clients services.

7.4 Subscription fees are taken on the Client’s Bill day at the beginning of the monthly period. The Client’s subscription will automatically renew on the Client’s Bill day

7.5 The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation.

7.6 At any point, COGO Assist may review and increase it's charges. COGO Assist will give the Client written notice of any such increase in advance of the proposed date of that increase. If such increase is not acceptable to the Client, the client may terminate the agreement constituted by these Terms before the next Bill day.  Such termination shall take effect on the next Bill day.

7.7 Client agrees to personally guarantee and underwrite all and any debts owed to COGO Assist in the course of our relationship, we can recover all and any debts outstanding from the client. In the event that following reasonable efforts on our part to recover any sums owed to it under these Terms by the Client, COGO Assist may refer the matter to an accredited collections agency. COGO Assist shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.

7.8  In the event that payment is not rejected or is for any reason (other than default or negligence of COGO Assist) not received in advance of the relevant Services being provided then, without prejudice to any other right or remedy that COGO Assist may suspend all Services until payment has been made in full.


6. OFFICE HOURS & COMMUNICATION

Office hours are Monday through Friday, 6 am to 3:30 pm.  The assistant is available for phone calls during your allotted previously agreed time slots only. In case of an emergency, occasional calls of only a few minutes are not typically billed to the Client but the time of both parties must be respected, and calls lasting over 15 minutes will be billed to the Client. In the event of an emergency or other similar conflict, Assistant will give the Client as much notice as possible if there is the possibility of interruption to the Services, whether that interruption is temporary or long-term. 

7. MATERIALS AND INFORMATION.

 

The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Assistant to perform or complete the Services. The Client ensures that the necessary permissions to use provided materials have been obtained.

8. HOLIDAYS

COGO Assist follows UK holiday entitlement laws and allocates 28 leave days to all employees. COGO Assist is officially closed on the eight (8) UK bank holidays.  COGO Assist shall handle all legal requirements around employee leave on your behalf. Your assistant will always consult you before taking leave in order to endeavour to avoid missing peak times for your business. While your assistant is away, COGO Assist will provide emergency cover which is to be discussed and arranged prior to the start of the leave period. These leave days will fall within your regular subscription period

9. INTELLECTUAL PROPERTY

COGO Assist agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by us which are a related to the Client's actual business or research and development, or developed, made, or discovered by us in the course of the performance of our duties for the Client. We hereby assign to the Client the entire right, title, and interest in and to any works created under this Agreement and in and to all proprietary rights therein or based thereon including without limitation any and all copyrights, patents, trademarks, or other intellectual property rights relating to all work.

10. GDPR COMPLIANCE

Both Parties hereby confirm that they are in full compliance with their respective obligations under the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.

11. CONFIDENTIALITY.

 

COGO Assist may obtain access to information related to Client’s business that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources.  COGO Assist agrees that we shall:

I) Not disclose the confidential and/or proprietary information by any means not authorised by the Client to any third parties;

II) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;

III) Not disclose the confidential and/or proprietary information by any unauthorised means to any third parties for a period of at least one year following the termination of this agreement;

IV) Not use the confidential and/or proprietary information for any purpose except those expressly authorised by the Client;

V) Inform Client immediately if Assistant becomes aware of any unauthorised use or disclosure of the confidential and/or proprietary information.

 

COGO Assist's obligations with respect to any portion of the Client Information as set forth above shall not apply when we can document that (i) it was in the public domain at the time it was communicated to us by the Client; (ii) it entered the public domain subsequent to the time it was communicated to us by the Client through no fault of us; (iii) it was in COGO Assist's possession free of any obligation of confidence at the time it was communicated to us by the Client; or (iv) it was rightfully communicated to us free of any obligation of confidence subsequent to the time it was communicated to us by the Client.

 

Passwords: Should the Client decide to grant us access the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data.

12. INDEMNIFICATION

 

COGO Assist and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

13. LIMITATION OF LIABILITY

 

In no event will COGO Assist be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. COGO Assist's total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by the Client to COGO Assist for Services performed under this Agreement.


14. TERMINATION:

Either party may terminate this Agreement at any point, provided the subscription is cancelled before the Bill day. This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party.

This agreement will also immediately terminate upon the death of the Assistant or Client, the inability of the Assistant to perform the Services because of a sudden and medically-documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client in any manner, or the filing of any petition by or against the Client COGO Assist under federal or state bankruptcy or insolvency laws.

Upon termination, all fees and reimbursements shall be paid and provided to COGO Assist as they have accrued up to the date of termination. Upon expiration or termination of this agreement, or at any other time upon the Client's written request, Assistant shall promptly after such expiration or termination:

  • Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Assistant's use by the Client;

  • Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client's confidential or proprietary information, as discussed further elsewhere in this Agreement;

  • Permanently erase all of the confidential or proprietary information from our computer systems; and

  • Certify in writing to the Client that Assistant has complied with the requirements of this clause.


15. DISPUTE RESOLUTION

 

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of England & Wales, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England & Wales in respect of any dispute which arises out of or under this Agreement.


16. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing. All notices shall be delivered by email or at the address which the parties may designate to each other.  Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.


17. FORCE MAJEURE

COGO Assist is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.


18. AMMENDMENTS

The agreement embodies the entire agreement between the Client and COGO Assist relating to the subject matter hereof. This Agreement may be changed, modified, or discharged only if agreed to in writing by both parties.

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