Terms of Membership

Background

These Terms of Membership (“Terms”) set out the terms under which Membership Services, accessed primarily via Membership Plans, is sold by Us [to business customers] through this website, chloedigital.com (“Our Site”). Please read these Terms carefully and ensure that you understand them before purchasing a Membership Plan or accessing Membership Services. You will be required to read and accept these Terms when ordering a Membership Plan and Membership Services. If you do not agree to comply with and be bound by these Terms, you will not be able to purchase a Membership Plan and access Membership Services through Our Site. These Terms, as well as any and all Contracts are in the English language only.

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1. Definitions and Interpretations

1.1 - In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Confidential Information”‍

means any information designated at or before the time of disclosure by the Disclosing Party as confidential.

“Content”

means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Content Platform;

“Content Platform”

means a website and/or app, blog, social platform or other electronic medium with a Member as proprietor and being serviced by Us with Membership Services;

“Contract”

means a contract for the purchase of a Membership Plan and/or specific Membership Services, as explained in Clause 6;

“Data Protection Legislation”

means all legislation in force in the United Kingdom from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019, and any successor legislation relating to data protection and privacy, and only if you are an EU or EEA resident and if applicable the General Data Protection Regulation (EU Regulation 2016/679);

“Disclosing Party”

means the party who discloses Confidential Information to the other party;

 “Intellectual Property” 

means any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Membership Plan”

means a subscription to one or more of the Membership Services and Our Site providing access to such Membership Services;

“Membership Service Confirmation”

means Our acceptance and confirmation of your purchase of a Membership Plan and/or specific Membership Services;

“Membership Services”

means the digital services including but not limited to growth strategy consulting, and execution of content publishing related services sold by Us through Our Site;

“Processed Personal Data” 

means the personal data described in sub-Clause 18.1 which is to be disclosed by the Disclosing Party to the Receiving Party under sub-Clause 18.2;

“Receiving Party”

means the party who receives Confidential Information from the other party;

“Representatives”

means the employees, staff and subcontractors of a party to the Contract;

“Service Output”

means the work product of the Membership Services provided to you by Us;

“We/Us/Our”

means CHLOEDIGITAL Limited; and

“you/your/Member”

means Our customer/client for Membership Services under the Contract; the term shall include persons deriving title under you including but not limited to your staff, workers, contractors or agents with the actual or implied authority of you to perform such under the Contract.

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2. Information About Us

2.1 - We are a service provider that provide digital strategy, execution of content publishing-related services and business development with a personal touch to operators of Content Platforms within the creator industry.

2.2 - Our Site is owned and operated by CHLOEDIGITAL Limited, a limited company registered in England and Wales under company number 08380199, whose registered address is Oakdene, Burton Lane, Goffs Oak, Hertfordshire, EN7 6SE, United Kingdom.

2.3 - Our VAT number is GB 283364193.

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3. Access to and Use of Our Site

3.1 - Access to Our Site is free of charge.

3.2 - It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 - Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.4 - Use of Our Site including but not limited to the opening of an account on Our Site is subject to Our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

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4. Entire Agreement

4.1 - [These Terms apply to business customers only. These Terms do not apply to individual consumers as Membership Services are not offered for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).]

4.2 - These Terms constitute the entire agreement between Us and you with respect to your purchase of Membership Plans and Membership Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

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5. Membership Plans, Membership Services, Pricing and Availability

5.1 - Subject to these Terms you are eligible for Our provision of Membership Services when you subscribe to one of Our Membership Plans and/or when you are purchase Membership Services.

5.2 - We offer the following two Membership Plans to Members:

Grow Mode Membership;
Scale Mode Membership;

5.3.1 - Grow Mode Members are entitled to the following list of Membership Services:

Dedicated Growth Manager
Monthly Strategy Call
Data Studio Report
Access to CD World 
Creator Growth Calculator
Access to Creator Business Toolkit

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5.3.2 - We shall provide you with the following “Deliverables”:

Dedicated Growth Manager
Monthly Strategic Roadmap with tasks
Data Studio Report

5.4 - Scale Mode Members are entitled to the following list of Membership Services:

Dedicated Growth Manager
Operations Manager 
Monthly Strategy Call
Monthly Operations Check-in call 
Up to 100 CD Points every month
Data Studio Report
Access to CD World 
Creator Growth Calculator
Access to Creator Business Toolkit

5.5 - We shall provide you with the following “Deliverables”:

5.5.1 - Dedicated Growth Manager
5.5.2 - Monthly Strategic Roadmap
5.5.3 - Data Studio Report

5.5.4- Up to 100 CD Points to be used on approved CD strategic roadmap tasks. Up to 100 CD Points should be utilised every month and cannot roll over to the following month. CD Points are awarded to a variety of content-related tasks we execute on behalf of the Scale Mode member. Once 100 CD Points have been reached for the month, the Scale Mode member can request for additional tasks to be added for an additional fee per request. The Scale Mode member’s content-related tasks will be approved by chloedigital. These tasks include but are not limited to the following:

5.5.4.1 - Campaign Management Tasks 
5.5.4.2 - Editorial Calendar Management Tasks
5.5.4.3 - Repurposing Commercial Content 
5.5.4.4 - Newsletter Design & Copy 
5.5.4.5 - Affiliate Branding & Management 
5.5.4.6 - SEO Blog Copy 
5.5.4.7 - Community Engagement
5.5.4.8 - Editing of Video content of a total of up to 10 mins per month 

5.6 - Office Hours - We will respond to your messages/requests in a timely manner. As we are a remote team our office hours are set as follows Monday to Friday 8am-8pm GMT unless otherwise stated. 

5.7 - Upon Our provision of the Deliverables, you accept and acknowledge that Our obligations to provide the Membership Services have been met, and receipt of the Deliverables constitutes your acceptance to continue the Membership Services, save for circumstances whereby you have provided notice to effectively terminate your Membership Plan under the Contract.

5.8 - For the avoidance of doubt, monthly strategy and operational calls do not accrue each month in the event that you are unable or unresponsive to a reach out for the purposes of scheduling a strategy or operations call. 100 CD Points does not accrue every month in the event that you have missed a deadline or you are unresponsive to a reach out for the purposes of meeting a scheduling of content deadline or approval of revisions. 

5.9 -  For the avoidance of doubt, only one revision will be allowed on content related tasks  where applicable. 

5.10 - For the avoidance of doubt, we can only publish content on platforms where we are given full access and we can not be held liable for any data breach or loss of content. 

5.11 - We may from time to time change Our prices. Changes in price will not affect any Membership Plan that you have already purchased but will apply to any subsequent renewal or new Membership Plan. We will inform you of any change in price at least 30 calendar days before the change is due to take effect.

5.12 - Minor changes may, from time to time, be made to certain Membership Services, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Membership Services and should not normally affect your use of that Membership Services. However, if any change is made that would affect your use of the Membership Services, suitable information will be provided to you.

5.13 - Where any updates are made to Membership Services, that Membership Service will continue to match Our description of it as provided to you before you purchased your Membership Plan to access the Membership Services. Please note that this does not prevent Us from enhancing the Membership Services, thereby going beyond the original description.

5.14 - We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed (please note sub-Clause 5.9 regarding VAT, however).

5.15 - All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Membership Plan at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within seven (7) calendar days, We will treat your order as cancelled and notify you of this in writing.

5.16 - Prices on Our Site are shown exclusive of VAT. VAT will be added to the prices if applicable. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

6. Orders – How Contracts Are Formed

6.1 - Our Site will guide you through the process of purchasing a Membership Plan and/or specific Membership Services. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

6.2 - If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and We may treat the Contract as being at an end. We will not be responsible for any delay in the availability of Membership Services that results from you providing incorrect or incomplete information.

6.3 - No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Membership Plan and/or any Membership Services constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Membership Service Confirmation by email. Only once We have sent you a Membership Service Confirmation will there be a legally binding Contract between Us and you.

6.4 - Membership Service Confirmations shall contain the following information:

6.4.1 - Confirmation of the Membership Plan ordered including full details of the main characteristics of the Membership Plan and Membership Services available as part of it;

6.4.2 - Fully itemised pricing for your Membership Plan including, where appropriate, taxes, and other additional charges; and

6.4.3 - The duration of your Membership Plan (including the start date, and the renewal date).

6.5 - In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.

6.6 - Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within fourteen (14) calendar days of the day on which the event triggering the refund occurs.

6.7 - Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Membership Plan.

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7. Payment

7.1 - You agree that you must pay for the provision of Membership Services upon subscribing to one of Our Membership Plans and/or when purchasing Membership Services.

7.2 - The Membership Services covered by Our different Membership Plans and the prices are specified on Our Site.

7.3 - You must before the commencement of the provision of the Membership Services  and/or Membership Plan provide Us and/or Our payment provider with valid, up-to-date and complete payment details.

7.4 - Payment for Membership Plans must always be made monthly in advance. Your chosen payment method will be charged when We process your order and send you a Membership Service Confirmation.

7.5 - You agree that We shall be authorized to charge your chosen payment method every month thereafter for the monthly fee for your chosen Membership Plan until the Membership Plan is terminated further to these Terms.

7.6 - You agree that We shall be authorized to charge your chosen payment method further to these Terms for any Membership Services purchased, when such Membership Services are not part of your Membership Plan, and for any applicable taxes and fees.

7.7 - Applicable for Membership Services that is not included in your Membership Plan is that such services will be priced on ad-hoc basis and We require a non-refundable deposit payment of 50% of the full fee prior to Our commencement of such work. Payment of the remainder of the full fee and any extra charges is required in advance of Our release of the Service Output.

7.8 - Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.9 - We accept the following methods of payment on Our Site:

7.9.1 - Credit or debit cards (via Stripe); and

7.9.2 - PayPal.

7.10 - Payment processing may be performed and facilitated by a third-party, such as PayPal and Stripe, which have their own policies and terms in relation to that payment and data. We request that you observe these terms and policies before agreeing to these terms.

7.11 - If you do not make any payment due to Us on time, We will suspend your access to the Membership Services.  For more information, please refer to sub-Clause 8.4. If you do not make timely payment, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable, and interest shall accrue on a daily basis on any overdue amounts at an annual rate equal to 3% over the then current base lending rate of Natwest PLC Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.12 - If you believe that We have charged you an incorrect amount, please contact Us at hello@chloedigital.com as soon as reasonably possible to let Us know.

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8. Provision of Membership Services

8.1 - Membership Services appropriate to your Membership Plan will be available to you immediately when We send you a Membership Service Confirmation and will continue to be available for the duration of your Membership Plan (including any renewals), or until the Contract is otherwise ended.

8.2 - In some limited circumstances, We may need to suspend the provision of Membership Services and/or your access to and use of your Content Platform (in full or in part) for one or more of the following reasons:

8.2.1 - To fix technical problems or to make necessary minor technical changes;

8.2.2 - To update the Membership Services to comply with relevant changes in the law or other regulatory requirements; or

8.2.3 - To make more significant changes to the Membership Services.

8.3 - If We need to suspend availability of the Membership Services and/or your content platform for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Membership Services, in which case We will inform you as soon as reasonably possible after suspension).

8.4 - We may suspend provision of the Membership Services if We do not receive payment on time from you. If We do suspend provision of the Membership Services, We will inform you of the suspension.

8.5 - Applicable for all Membership Services is that We shall have no obligations to

8.5.1 - engage or interact with any third-party including but not limited to service providers and sub-contractors further to instruction or request from you; and

8.5.2 - action any request from you until all Our outstanding and payable invoices to you are fully paid up.

8.6 - Due to the nature of the Membership, We request that all Our Members undertake a collaborative approach to implement the strategic advice provided by Us in order to achieve the greatest potential for Members’ Content Platforms.

8.7 - You acknowledge that you shall be responsible for (i) the coordination of any decision-making with parties within your team and (ii) provision of Content in a form suitable for reproduction or incorporation into the Membership Services.

8.8 - In the event that your Content includes references or images of third parties and/or Content provided by third parties, you must have all necessary permissions relating to the use of the Intellectual Property from such third parties to permit Us to use and display the Content on your Content Platform.

8.9 - The provision of all Membership Services is subject to our Fair Use Policy, which applies to you and all Membership Services and is intended to ensure:

8.9.1 - the availability of the Membership Services to all Members; and

8.9.2 - that the Membership Services are not used in an unreasonable manner.

8.10 - We reserve the right to vary the terms of this Fair Use Policy from time to time.

8.11 - We may rely on the Fair Use Policy where your usage of the Membership Services is found to be unreasonable, as defined below.

8.12 - If We acting reasonably consider that your use of the Membership Services and/or Our Site is unreasonable (“Unreasonable Behaviour”), We may at Our sole discretion:

8.12.1 - suspend or limit the Membership Services (or any feature of it) to You; or

8.12.2 - terminate the Contract with immediate effect.

8.13 - Unreasonable Behaviour includes but is not limited to the following situations:

8.13.1 - you are unresponsive to Our emails of advice;

8.13.2 - you adversely affect other Members’ use of or access to the Membership Services by sending Us unreasonable requests;

8.13.3 - you request to reschedule a scheduled consultation call with Us more than three times in a calendar month;

8.13.4 - you request to cancel a scheduled consultation call with Us without at least 72 hours’ notice;

8.13.5 - you are repeatedly late to a consultation call with Us;

8.13.6 - you request that We liaise with third parties on your behalf; and

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9. Intellectual Property, Licences and Third-Party Products and/or Services

9.1 - You agree that We own all rights to the Intellectual Property created in the provision of the Membership Services. We and Our licensors own all right, title, and interest in and to the Membership Services and the systems and networks used to provide the Membership Services including all modifications, improvements, upgrades and derivative works. You agree to assign all right, title, and interest you may have in the foregoing to Us. Except for the express rights granted herein, We do not grant any other licenses, whether express or implied, to any of Our Intellectual Property including software, services and products.

9.2 - Except as expressly stated herein, these Terms do not grant you any rights to, or in any Intellectual property or any other rights or licenses in respect of the Membership Services.

9.3 - All Our logos, designs, scripts and coding created during the provision of the Membership Services are Intellectual Property of Us.

9.4 - Intellectual Property owned by Us may not be used in connection with any product or service without Our prior written permission.

9.5 - Subject to Clause 9.6 when you purchase a Membership Plan to access Membership Services, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Membership Services for commercial purposes. The licence granted to you does not give you any rights in Our Membership Services (including any material that We may licence from third parties).

9.6 - The licence granted to you under sub-Clause 9.5 is subject to the following usage permissions: You may freely copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Service Output (or any part of it) or make it available to your users and customers.

9.7 - When you purchase a Membership Plan to access Membership Services, you grant Us a limited, non-exclusive, non-transferable, non-sublicensable licence to use your Intellectual Property in order to provide you with the Membership Services in which your Intellectual Property shall be included.

9.8 - As part of the Membership Services, We may suggest that you acquire, install and use certain third-party software or services (“Third Party Software”). Third Party Software is licensed to you by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third Party Software, whether We assist you in the acquisition, installation, and/or use of Third Party Software. We have no responsibility for or rights to the Third Party Software and do not license Third Party Software to you or make any representation or warranty regarding the Third Party Software.

9.9 - When you purchase a Membership Plan to access Membership Services, you grant Us a limited, non-exclusive, non-transferable, non-sublicensable licence to use your account permissions and access your Content Platform. This includes that We require you to permit access for a contact email address provided by Us within your Google Analytics account. The email address we provide to you may change from time to time and by accepting these Terms, you agree to permit us to change Our contact email address and add an additional email address without any further reference to you to ensure We can provide the Membership Services as efficient as possible.

9.10 - It is your responsibility to ensure that providing Us with the permission as referenced in Clause 9.9 and any other permissions relating to a third-party account is permissible under any terms you have agreed to relating to that third-party account. We have no responsibility or liability for the terms of use or service, privacy policies, or any practices or agreements that you have entered into with any such third-party.

9.11 - If you migrate your Content Platform you will be redirected to third-party websites to acquire and use third-party products, including plugins and services that are not under Our control. Your use of any such third-party provider for migration purposes is at your own risk and you acknowledge that We have no liability arising from your use of such third-party providers.

9.12 - We shall hereby disclose that there may be a monetary relationship between Us and certain third-party providers (the “Affiliate” or collectively referred to as “Affiliates”) of products and/or services provided and/or recommended within the Membership Plans. This clause is provided for the purpose of disclosing Our financial relationship with Affiliates, advertisers, sponsors and other third parties that we work in order to optimize the Membership Services. In the event that you decide to purchase a product or service recommended by Us, We may receive additional compensation from the Affiliate stemming from that purchase. Notwithstanding the foregoing, We and the Representatives shall always provide our honest opinions and commercial experiences as they relate to the products and services that are recommended.

9.13 - Our Affiliates are subject to change at any time. Should you have any questions, comments or concerns in relation to the above, please contact us at hello@chloedigital.com

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10. Ending Your Membership Plan

110.1 - You may cancel your Membership Plan at any time, however are subject to the minimum duration of your Membership Plan.

10.1.1 Once your minimum duration has ended you can request a cancellation in writing at least one calendar month before your subscription renews. For the avoidance of doubt if your membership renewal date is April 1st and you request to cancel your membership on March 31st, you will be charged on April the 1st and this will be your last month.

10.2 - The minimum duration of the Membership Plans is as follows:

10.2.1 - Grow Mode Membership - 6 months

10.2.2 - Scale Mode Membership - 6 months.

10.3 - We cannot offer any refunds and you will continue to have access to the Membership Services for the remainder of your current Membership Plan (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

10.4 - You may cancel your subscription at any time within 14 calendar days (“Cooling Off Period”) from the date you signed up to the Membership Services provided that you have not received any or part of the Membership Services.

10.5 - In the event that you pause your Membership Plan and wish for us to keep store of your data, analytics and have access to your Creator Business Toolkit, We will charge you 10% of your monthly subscription fee until you rejoin or your minimum membership term expires.

10.6 - We may terminate or suspend your Membership Plan and/or access to Membership Services with immediate effect if, in the sole discretion of Us:

10.7 - you are in breach of any of these Terms (including but not limited to the Fair use Policy) or any license for Third Party Software;

10.7.1 - your use of the Membership Services is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Membership Services, Our network, or the use and enjoyment of Our other users;

10.7.2 - We receive an order from a court to terminate the provision of the Membership Services;

10.7.3 - We for any reason cease to offer the Membership Services;

10.7.4 - you are no longer Our customer; or

10.7.5 - We determine that you are abusing the Membership Services.

10.8 - We may refuse to accept your request for the provision of the Membership Services and/or for renewal or re-subscription of your Membership Plan, following a termination or suspension of your use of the Membership Services.

10.9 - If you wish to exercise your right to cancel under this Clause 10, you may inform Us of your cancellation in any way you wish; however, requests must be in writing and directed via Our formal routes of communication (email, post) and not to any member of Our team. Cancellation by email or by post is effective from the date on which We receive your message.

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11. Our Liability

11.1 - Subject to sub-Clause 11.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

11.2 - We make no warranties, express or implied, with respect to the Membership Services and your potential social media growth upon joining a Membership Plan. You accept that your sole remedy shall be your ability to terminate the Membership Services and the Membership Plan. Subject to sub-Clause 11.4, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 50% of the total sums paid by you under the contract in question, whichever is the lower sum.

11.3 - You are solely responsible for maintaining the confidentiality and security of your Content Platform and for all activities that occur on or through your Content Platform. You are required to immediately notify Us of any security breach of your Content Platform and we accept no liability for any losses arising out of the unauthorised use of such.

11.4 - Nothing in these Terms seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

11.5 - We will not be liable to you if any of the Membership Services are compromised and/or you are negatively impacted in any way due to but not limited to unauthorized third-party interference including hacking of servers, vulnerabilities or attacks, disruption of data, down time, technical server issues, software issues, system issues, usage issues, navigation issues, performance issues and/or compatibility issues.

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12. Events Outside of Our Control (Force Majeure)

12.1 - We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic, pandemic or natural disaster, or any other event that is beyond Our reasonable control.

12.2 - If any event described under this Clause 12 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms:

12.2.1 - We will inform you as soon as is reasonably possible;

12.2.2 - We will take all reasonable steps to minimise the delay;

12.2.3 - To the extent that We cannot minimise the delay, Our affected obligations under these Terms (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

12.2.4 - We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Membership Services as necessary;

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13. Communication and Contact Details

13.1 - If you wish to contact Us for matters relating the Membership Services, your Membership Plan or with general questions, you may contact Us by email at hello@chloedigital.com.

13.2 - For matters relating to cancellations, please contact Us by email at hello@chloedigital.com or refer to the relevant Clauses above.

13.3 - We reserve the right to monitor and/or record all telephone calls for training and security purposes.

13.4 - Members acknowledge that, from time to time, We may wish to refer to Our relationship with you as a Member in Our promotional literature and marketing materials. On acceptance of these Terms, you consent to being referenced in such promotional material with the inclusion of images, words and feedback for the duration of the Membership Plan and thereafter subject to any withdrawal of your consent.

13.5 - We reserve the right to include the wording “Powered by chloédigital” on any Member’s Content Platform for the duration of the Membership Plan. The word “chloédigital” shall incorporate a hyperlink to Our Site and the wording as a whole shall be of a reasonable size and be located in a reasonably prominent and unobscured position on the Content Platform.

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14. Confidentiality Covenant

14.1 - For the purposes of these Terms Confidential Information shall include confidential or proprietary information relating to:

14.1.1 - the business, customers, clients, or suppliers of the Disclosing Party; and

14.1.2 - the operations, processes, product information, trade secrets, know-how, or technical information of the Disclosing Party.

14.2 - Information shall not be (or shall cease to be) Confidential Information if and to the extent that any of the exceptions set out in Clause 17 apply.

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15. Receiving Party’s Confidentiality Obligations

15.1 - The Receiving Party shall, subject to the provisions of Clause 17, at all times maintain as secret and confidential and shall not disclose, use, exploit, or reproduce any part or the whole of the Confidential Information directly or indirectly for any purposes other than carrying out the Contract without the express written consent of the Disclosing Party.

15.2 - The Receiving Party shall take all reasonable organizational, physical, and technical measures to preserve the secrecy and confidentiality of the Confidential Information.

15.3 - Nothing in these Terms shall prevent the Receiving Party from using mere skills and experience acquired by the Receiving Party or any of its Representatives prior to, or in the course of the Membership Plan.

15.4 - Nothing in these Terms shall prevent Us from using anonymized data based on Our performance of the Membership Services and Confidential information including for analytical purposes.

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16. Permitted Disclosure

16.1 - The Receiving Party may disclose to its Representatives such of the Confidential Information as is reasonably necessary for the carrying out of the Membership Services provided that it obtains from such Representatives written undertakings which shall be on substantially the same terms as in these Terms.

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17. Mandatory Disclosure

17.1 - Subject to the provisions of sub-Clause 17.2, the Receiving Party may disclose Confidential Information only to the extent that such disclosure is required by law, by any court of competent jurisdiction, or by any government agency or other regulatory or taxation authority of competent jurisdiction lawfully requesting such disclosure.

17.2 - Prior to disclosure under sub-Clause 17.1, the Receiving Party shall, to the extent permitted by law, notify the Disclosing Party in writing in advance of such disclosure. If prior notification is not permitted by law, the Receiving Party shall, to the extent permitted by law, inform the Disclosing Party of the disclosure and the circumstances surrounding it as soon as is reasonably practicable after the disclosure has taken place.

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18. Disclosure of Personal Data – Personal Data Processing

18.1 - If the Confidential Information incorporates certain Processed Personal Data which is to be disclosed by the Disclosing Party to the Receiving Party this Clause 18 establishes the framework for the processing of the Processed Personal Data by the Receiving Party in its capacity as a data processor on behalf of the Disclosing Party in its capacity as a data controller. The Processed Personal Data shall be disclosed by the Disclosing Party to the Receiving Party only to the extent reasonably necessary for the carrying out of the Contract.

18.2 - Each party shall comply at all times with their respective obligations as data controller and data processor and the rights of data subjects, and all other applicable requirements under the Data Protection Legislation. This Clause 18 is in addition to, and does not relieve, remove, or replace either party’s obligations under the Data Protection Legislation. Any material breach of the Data Protection Legislation by either party shall, if not remedied within fourteen (14) calendar days of written notice from the other party, give the other party grounds to terminate the Contract with immediate effect.

18.3 - The Disclosing Party shall ensure it has in place all required notices and consents in order to enable the lawful transfer of the Processed Personal Data to the Receiving Party for the duration and purposes of the Contract.

18.4 - The Receiving Party shall, with respect to the Processed Personal Data and its performance of the Membership Services:

18.4.1 - process the Processed Personal Data only on the written instructions of the Disclosing Party unless the Receiving Party is otherwise required to process the Processed Personal Data by law. The Receiving Party shall promptly notify the Disclosing Party of such processing unless prohibited from doing so by law;

18.4.2 - ensure that it has in place appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of, and against the accidental loss or destruction of, or damage to, the Processed Personal Data, having regard to the state of technological development and the cost of implementing any such measures;

18.4.3 - ensure that any of its Representatives to whom the Processed Personal Data is to be disclosed are subject to contractual obligations in relation to confidentiality and data protection that bind those Representatives and that are substantially the same as the obligations imposed upon the Receiving Party by the Contract;

18.4.4 - assist the Disclosing Party at the cost of the Disclosing Party in complying with its obligations under the Data Protection Legislation relating to security, impact assessments, breach notifications, and consultations with the Information Commissioner’s Office and any other applicable supervisory authorities or regulators;

18.4.5 - inform the Disclosing Party about the receipt of data subject access requests and providing reasonable assistance in complying with the same;

18.4.6 - not disclose or otherwise release any Processed Personal Data in response to a data subject access request without prior consultation with the Disclosing Party, whenever reasonably possible;

18.4.7 - assist the Disclosing Party at the cost of the Disclosing Party in responding to any other data subject request;

18.4.8 - notify the Disclosing Party of any breach of the Data Protection Legislation without undue delay;

18.4.9 - notify the Disclosing Party of any personal data breach affecting the Processed Personal Data without undue delay;

18.4.10 - delete or return, at the request of the Disclosing Party, the Processed Personal Data and any and all copies thereof on the termination or expiry of this Agreement, subject to any legal requirement to retain any applicable personal data; and

18.4.11 - maintain all necessary complete and accurate records and other information to demonstrate compliance with this Clause 18.

18.5 - The Receiving Party shall have the right to sub-contract the processing of the Processed Personal Data to a third-party processor without the prior written consent of the Disclosing Party, provided that the Receiving Party shall enter into a written agreement with that third-party processor incorporating terms which are substantially similar to those contained in this Clause 18. The Receiving Party shall remain fully liable for all acts or omissions of any such third-party processor so appointed.

18.6 - We may, at any time and on at least thirty (30) calendar days’ notice, alter this Clause 18, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply and replace this Clause 18 by attachment to this Agreement.

18.7 - You shall indemnify Us against all liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct, indirect, or consequential losses, loss of profit, loss of business opportunity, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with your (or your Representatives’) breach of the Data Protection Legislation provided that We provide you with prompt notice of any such claim, full information about the circumstances giving rise to the claim, reasonable assistance in dealing with the claim, and the sole authority to manage, defend, and/or settle the claim.

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19. Proprietary Rights

19.1 - The Confidential Information and all Intellectual Property Rights subsisting therein shall remain the property of the Disclosing Party (or its licensors, as appropriate) and the disclosure of the Confidential Information to the Receiving Party shall not confer upon the Receiving Party any rights whatsoever in any part of the Confidential Information.

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20. Exceptions to Non-Disclosure and Confidentiality

20.1 - The obligations set out in these Terms relating to Confidential Information shall not apply to any information that:

20.1.1 - is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and the Receiving Party is free of any other obligations of confidentiality with respect to it;

20.1.2 - is in, or comes into, other than through any breach of the Contract or other wrongful act or default of the Receiving Party, general circulation in the public domain;

20.1.3 - is received by the Receiving Party from a third party free of any obligations of confidentiality similar to those set out in in these Terms, provided such receipt is not of itself a breach of the Contract;

20.1.4 - is, prior to disclosure by the Disclosing Party, already in the possession of the Receiving Party having been independently developed by the Receiving Party;

20.1.5 - is disclosed to a third party by the Disclosing Party free of any obligations of confidentiality similar to those set out in these Terms;

20.1.6 - is approved for disclosure in writing by the Disclosing Party;

20.1.7 - is declared by the Disclosing Party in writing to no longer be confidential;

20.1.8 - is required to be disclosed by the Receiving Party under the Freedom of Information Act 2000; or

20.1.9 - is required by law, by any court of competent jurisdiction, or by any government agency lawfully requesting the same to be disclosed provided that the Receiving Party notifies the Disclosing Party in advance of such disclosure.

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21. Indemnity

21.1 - You hereby expressly and irrevocably indemnify and hold Us harmless against all claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the use of the Membership Services or the non-availability of the Membership Services and/or your Content Platform.

21.2 - You agree that this discharge of liability will apply to Us and Our Representatives and affiliated companies. You agree that this discharge of liability will apply to any and all proceedings, debts, claims and demands (both in law and equity) which you have had in the past, present or may have in the future arising directly or indirectly out of your use of Our Site and/or Membership Services.

21.3 - You hereby agree that We and Our affiliated companies including Our Representatives shall have no liability for any damage caused by errors made in connection with the Membership Services.

21.4 - You accept that all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. Nothing in the Contract and the Terms excludes the liability for death or personal injury caused by Our negligence or for fraud.

21.5 - You hereby agree that We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.

21.6 - You agree to indemnify Us against all claims, losses, expenses, damages and costs relating to your breach of these Terms and/or the Contract.

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22. How We Use Your Personal Information (Data Protection)

22.1 - All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

22.2 - For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy.

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23. Other Important Terms

23.1 - We may transfer (assign) Our obligations and rights under these Terms (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing. Your rights under these Terms will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.

23.2 - You may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.

23.3 - The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

23.4 - If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

23.5 - No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.

23.6 - We may revise these Terms from time to time including but not limited to in response to changes in relevant laws and other regulatory requirements. We will give you reasonable advance notice of the changes via email or with clear information on Our Site. You are responsible for periodically reviewing these Terms and your continued use of the Site, the Membership Plan and/or the Membership Services shall constitute your acceptance of these Terms as amended.

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24. Law and Jurisdiction

24.1 - These Terms, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

24.2 - If you are a business, any disputes concerning these Terms and/or the Contract, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.

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CHLOÉDIGITAL.com

Last update: 30th May 2024