TERMS AND CONDITIONS (CONDITIONS OF USE AND SALE)

All services provided by Creative Media Systems Limited are subject to the following terms and conditions.

DEFINITIONS. In these Terms and Conditions, the following definitions apply:

CMS: Creative Media Systems Limited, Suite 112, Heddington Grove, Islington, N7 9SZ, UK, Tel: 0203 605 3113, the company providing the CMS360 coaching and learning programs including the Funding Acceleration Formula.

Client: the person or company purchasing the Program from CMS.

Commencement Date: the date that CMS commences provision of the Program to the Client in accordance with clause 2.1 below.

Contract: the contract between CMS and the Client for the supply of a Program comprising of the Order and these Conditions.

The Materials: all documents, guides, booklets, digital or physical products, CD-ROMs, equipment, content on CMS’s website and any other proprietary information relating to the Program which are provided by CMS to the Client.

Fees: the fees payable by the Client for the supply of a Program in accordance with clause 5.

Data Protection Addendum: means the addendum hereto identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under the Contract (as updated from time to time).

Client Data means all data (in any form) that is provided to CMS or uploaded or hosted on any part of any Program by the Client or by any Authorised User.

Data Protection Losses has the meaning given to that term in the Data Protection Addendum.

Protected Data has the meaning given in the Data Protection Addendum.

BASIS OF CONTRACT

2.1 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CMS which is not set out in the Contract.

The Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. CMS is under a legal duty to supply goods that are in conformity with the contract;

2.2 Any sample materials, descriptive matter or advertising issued by CMS, and any descriptions or illustrations contained in CMS’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of a Program and the Programs offered by CMS. They will not form part of the Contract or have any contractual force.

2.3 The client agrees that if they access or use the program materials supplied with the service before the end of the cancellation period provided for in regulation 30(1) of The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 they then understand and agree with explicit consent that the right to cancel the contract under regulation 29 (1) will be lost. The client understands that they will need to contact hello@cms360.org if they maintain their rights to cancel.

2.4 CMS are bound and follow the codes of conduct, as defined in regulation 5 (3)(b) of the Consumer Protection from Unfair Trading Regulations 2008.

THE PROGRAMS

3.1 CMS will supply a Program to the Client and CMS warrants to the Client that such Program has been prepared using reasonable care and skill. CMS provides no guarantee that a Program will provide any results for the Client.

3.2 CMS will use reasonable endeavors to meet any dates in relation to supporting the program (including but not limited to dates for the Client to attend calls) but any such dates will be provisional only and may be subject to change at the discretion of CMS, with no liability attaching to CMS in respect of such changes.

3.3 CMS will have the right to make any changes to the support of a Program which do not affect the nature or quality (including but not limited to: call length, call type, coach allocated, client ratios, Facebook group access)

3.4 The Client shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Program, including laws relating to privacy, data protection and use of systems and communications.

3.5 The Program consists of the training videos in the Members Area (these are subject to change and may be updated at any time), access to live Question and Answers with a selection of the CMS experts, access to recordings of the live Question and Answers and access to a private Members Only Facebook Group.

3.6 The Client may submit coaching help requests via the Members Area and can expect a response within 3-7 working days depending on the nature of the request. The response may be provided by any member of the CMS team. A Client may not dictate which member of the CMS team the response is given by.

3.7 The Client shall have access to the training videos (including any updates), Question and Answer recording updates and a graduate Facebook Group for as long as the company is still in operation. After 12 months of the program commencing the Client will no longer have access to the original Members Only Facebook Group, live Question and Answers or coaching help requests (general customer service support requests will still be answered).

3.8 The Funding Acceleration Formula Pro Coaching Program consists of 8-12 weeks of pre-recorded training in the online member’s area, up to 52 weeks of weekly LIVE Q&A calls to support program completion and to provide support for investor feedback, 52 weeks’ access to the Scaleup Method private Facebook Group, access to the CMS360 proprietary framework and workbook, and additional information and coaching sessions that will be defined and provided from time to time in response to client needs. Access to the LIVE Q&A sessions will be extended if required in order to provide unlimited support to the Client for achieving funding through the program. To qualify for unlimited support for funding the program work needs to be completed including all investor documentation and a funding campaign launched within six months.

CLIENT’S OBLIGATIONS

4.1 The client will: a) ensure that the terms of the Order as described on the Invoice are complete and accurate; b) cooperate with CMS in all matters relating to a Program; c) pay the Fees strictly in accordance with the payment schedule set out in the Order; d) provide CMS with such information and materials as CMS may reasonably require in order to support a Program and ensure that such information is accurate in all material respects; (e) not use a Program or CMS Materials for any purpose other than that which has been expressly authorised under the Contract, nor will it compete or seek to compete, either directly or indirectly, with the business of CMS at any time; (f) respect the privacy rights of any other participants in a Program; g) permit CMS to use any examples of the clients in the online updated curriculum or in CMS marketing h) permit CMS to include information or video footage highlighting any benefits which the Client’s business has obtained from using a Program and in this regard, the Client hereby grants to CMS a royalty-free, perpetual license to use any intellectual property rights of the Client for this purpose.

4.2 If CMS’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the client or failure by the Client to perform any obligation (Client Default), CMS, without limiting its other rights or remedies, will (a) have the right to suspend offering support of a Program until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays CMS’s performance of any of its obligations, and (b) not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from CMS’s failure or delay to perform any of its obligations as set out in this clause 4.2.

FEES AND PAYMENT

5.1 The payments for fees for the Program will be made using the card supplied by the Client. The fees will remain payable by the client even if it does not complete, access or use the entire Program.

5.2 The Client will pay all amounts due under the Contract in full without any deduction or withholding and the Client will not be entitled to assert any credit, set-off or counterclaim against CMS in order to justify withholding payment of any such amount. CMS may set off any amount owing to it by the Client against any amount payable by CMS to the client.

5.3 CMS reserves the right to continue processing payments for any outstanding monies using any of the Client’s card details held on the Clients account.

5.4 Failure to make payment in a timely and collaborative fashion may result in your details and contract being handed to a 3rd party debt collection agency which may affect your credit rating and potential to get future credit.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with a Program and CMS Materials will be owned by CMS. CMS hereby grants the Client with a revocable, nonexclusive royalty free license to use CMS Materials for the duration of a Program.

LIMITATION OF LIABILITY AND DISCLAIMERS:

7.1 CMS will under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

7.2 CMS does not provide any legal, tax, financial or accounting advice and any information provided to the Client as part of a Program is not intended to constitute such advice.

DURATION AND TERMINATION

8.1 The Contract will continue unless and until terminated in accordance with clause 8.2.

8.2 CMS shall be entitled to terminate the provision of the Service and/or the Contract by giving written notice to the Client.

DATA AND INFORMATION

9.1 Client Data shall at all times remain the property of the Client or its licensors.

9.2 Except to the extent CMS has direct obligations under data protection laws, the Client acknowledges that CMS has no control over any Client Data hosted as part of the provision of the Programs and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Program) complies with all applicable laws and Intellectual Property Rights.

9.3 If CMS becomes aware of any allegation that any Client Data may not comply with the Acceptable Use Policy or any other part of this Contract CMS shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Programs and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful CMS shall notify the Client before taking such action.

9.4 Within [60] days of the earlier of the end of the provision of the Program (or any part) relating to the processing of the Client Data, unless otherwise set out in the Contract or subsequently agreed in writing, the Client hereby instructs that CNS shall securely dispose of such Client Data processed in relation to the Program (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Law (as defined in the Data Protection Addendum) requires CMS to store such Client Data. CMS shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with the Contract.

9.5 CMS shall have the right to suspend the Program at any time, and for any reason, without notice; the Client accepts and acknowledges that Programs of this nature can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar. If such a suspension or withdrawal is to last for more than 10 days, the Client will be notified as to the reason.

CONFIDENTIALITY AND SECURITY OF CLIENT DATA

10.1 CMS shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with the Contract, disclose or copy the Client Data other than as necessary for the performance of the Program or its express rights and obligations under the Contract.

10.2 CMS shall implement technical and organisational security measures in accordance with requirements of the National Office of Information Security.

10.3.1 CMS undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors and direct and indirect subcontractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Program.

10.3.2 CMS shall be responsible to the Client for any acts or omissions of any of the persons referred to in clause 10.3.1 in respect of the confidentiality and security of the Client Data as if they were CMS’s own.

10.4 The provisions of this clause 10 shall not apply to information which: 10.4.1 is or comes into the public domain through no fault of CMS, its officers, employees, agents or contractors; 10.4.2 is lawfully received by CMS from a third party free of any obligation of confidence at the time of its disclosure; 10.4.3 is independently developed by CMS (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such information; or 10.4.4 is required by law, by court or governmental or regulatory order to be disclosed, that clauses 10.4.1 to 10.4.3 (inclusive) shall not apply to Protected Data.

10.5 This clause 10 shall survive the termination or expiry of the Contract for a period of ten years.

10.6 To the extent any Client Data is Protected Data, CMS shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of CMS’s obligations. Clauses 10.1 to 10.5 (inclusive) are subject to this clause 10.6.

GENERAL

11.1 From the date the Contract commences any behaviour displayed by the Client that CMS deems as disruptive, threatening, abusive or untenable in anyway, either in person, via email, via social media or any other forms of means of communication either directed at CMS, CMS’s other clients, CMS team members or associates may result in the Client being denied access to the Facebook group and all other aspects of support to the Program. All remaining fees would remain payable and any monies for the Program will be non-refundable.

11.2 Assignment and subcontracting: The Client will not, without the prior written consent of CMS, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract

11.3 Waiver: A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default.

11.4 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, will only be binding when agreed in writing and signed by CMS.

11.5 Other than the warranties provided in the Addendum which can be found upon logging into www.cms360.org, CMS gives no warranties of any kind, whether express or implied, for the service it provides under the Contract. Use of any information obtained via CMS is at the Client’s own risk. CMS makes no warranty whether express or implied as to the accuracy or quality of information obtained through its services.

11.6 Complaints: Please contact hello@cms360.org and we will respond within 48 hours. We don’t currently subscribe to an alternative dispute resolution (ADR) scheme as we’re confident we will always attempt to resolve any complaint professionally and courteously. If you’ve been in touch and are unhappy with our resolution, please let us know. If you remain unhappy with any final resolution, we’re required to let you know about ADR. The full list of ADR providers, and more information on ADR, can be found on the Chartered Trading Standards Institute (CTSI) website. The list of ADR providers is regulated by the CTSI. If you need advice or wish to report problems with goods or services, bought from a trader based in the UK, the appropriate advice agency is the Citizens Advice Consumer Service which can be contacted on 03454 04 05 06 or from a similar advice agency in the country you reside in.

EARNINGS DISCLAIMER

12.1 While we make every effort to ensure that we accurately represent all the products and services reviewed in our ads and websites and their potential for income, it should be noted that earnings and income statements made by the Company (Creative Media Systems Limited) and its advertisers and sponsors are estimates only of what we think you can possibly achieve. There is no guarantee that you will generate these levels of funding or income and you accept the risk that the earnings and income statements differ by individual.

12.2 As with any business, your results may vary, and will be based on your individual capacity, business experience, expertise, and level of desire. There are no guarantees concerning the level of success you may experience. The testimonials and examples used are exceptional results, which do not apply to the average purchaser, and are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on his or her background, dedication, desire and motivation.

12.3 There is no assurance that examples of past earnings can be duplicated in the future. We cannot guarantee your future results and/or success. There are some unknown risks in business and on the internet that we cannot foresee which could reduce results you experience. We are not responsible for your actions.

12.4 The use of information, products and services should be based on your own due diligence and you agree that CMS and the advertisers and sponsors of CMS are not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our information, products and services reviewed or advertised on this site or by our representatives.

Last updated: April 2020

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