1. In these Terms and Conditions:

1.1.1. "Agreement" means these Terms and the Order Form taken together.

1.1.2. "Business Day" means a day on which banks are open for usual banking business in New York City, New York, excluding Saturdays, Sundays and days that are public holidays in New York.

1.1.3. "Customer" means you or the party on whose behalf you enter into the Agreement.

1.1.4. "Including" and similar words are not words of limitation.

1.1.5. "Order Form" means the online order form to be completed by the Customer in relation to the purchase or licensing of the Product.

1.1.6. “Licensed Products” means any intangible products that are licensed (and not sold) to the Customer, including any audio content, eBooks and other similar products that are specified to be Licensed Products on the Website. To avoid doubt, Licensed Products may be delivered on a physical medium.

1.1.7. "Price" has the meaning given in clause 2.1.

1.1.8. "Product" means a Purchased Product or Licensed Product that is specified on the Order Form as the product that the Customer wishes to purchase or license (as applicable) pursuant to the Agreement.

1.1.9. “Purchased Products” means tangible goods that may be purchased by the Customer, including T-shirts, mugs and other similar merchandise that are specified to be Purchased Products on the Website.

1.1.10. "Terms" means these Terms and Conditions.

1.2. These are the Terms and Conditions that govern the sale or licensing of the Products to the Customer by FForward, LLC trading as Digital Chief (Digital Chief) via its website (“digitalchief.co” or other related websites) (Website). 

1.3. By submitting the Order Form to Digital Chief, you are offering to purchase the Purchased Products and license the Licensed Products at the price specified in the Order Form, subject to these Terms. Your offer is only accepted by Digital Chief when payment has been accepted and confirmed by Digital Chief.

1.4. The Customer warrants that he or she is over 18 years of age. If a person is under 18 years of age and wishes to purchase or license the Products, the person must obtain his or her parent or guardian’s consent and agreement to the Terms. The parent or guardian will be the Customer for the purposes of the Terms.

1.5. The Terms have been prepared in accordance with United States law, but may not satisfy the laws of other countries. If the Customer reside in, or access this Website from, a country other than the United States (User Country), the Customer acknowledges that:

1.5.1. if the Terms satisfy the laws of the User Country, then the Customer is entitled to accept the Terms and be bound by the Terms; and

1.5.2. if the Terms do not satisfy the laws of the User Country, then the Customer must not accept the Terms. If the Customer does so, then the Customer must indemnify Digital Chief for any loss, costs, liability or damage which Digital Chief may incur as a result.

2. Payment

2.1. The price payable by the Customer is the total of the price of the Products selected by the Customer in the Order Form (Price), including goods and services tax, postage and handling (if applicable) and any administrative charges relevant for a particular payment method.

2.2. The Price must be paid in full immediately upon entry into the Agreement. Time is of the essence in respect of the Customer’s obligation to make payment. All payments must be made in United States dollars by the payment method selected by the Customer on the Order Form, which is completed upon confirmation by the Website.

2.3. The Customer must not send cash or cheque payments. 

3. Delivery and risk of Purchased Products

3.1. This clause 3 only applies to Purchased Products or Licensed Products that are delivered on a physical media (such as a memory stick).

3.2. Digital Chief will use reasonable endeavours to deliver the Product to the delivery address nominated on the Order Form (Delivery Address). Digital Chief will arrange for the delivery within approximately 2 Business Days after the date of the Agreement. 

3.3. The date of delivery is an estimate only and Digital Chief will not be liable for any loss or damage caused if the Product is not available or delivered by that date. Similarly, any delay does not relieve the Customer from the Customer’s obligation to accept delivery of and pay for the Product. 

3.4. Despite clause 3.2, if Digital Chief is unable to deliver or supply the Product within 20 Business Days of the date of the Agreement, then: 

3.4.1. the Customer may terminate the Agreement by notifying Digital Chief in writing; and

3.4.2. the Price will then be refunded to the Customer in full (to the extent that the Customer has paid it).

3.5. The Product will be deemed to have been delivered to the Customer, and the Customer will be deemed to have accepted delivery if any person at the Delivery Address acknowledges delivery in writing, whether or not that person is the Customer.

3.6. If the Product is delivered to the Delivery Address, but the Customer (or a person at the address) is unable or unwilling to acknowledge delivery of the Product in writing, then Digital Chief may leave the Product at the Delivery Address. 

3.7. Where the Product is delivered in accordance with clause 3.6:

3.7.1. the Product is deemed to be delivered to the Customer; 

3.7.2. the Customer is deemed to have accepted delivery; and

3.7.3. Digital Chief is not liable for any loss or damage that may be suffered or incurred as a result of leaving the Product at the Delivery Address.

3.8. Risk in the Product will pass to the Customer immediately upon the delivery of the Product to the Customer’s Delivery Address. 

3.9. Despite delivery of the Product, property and legal title in the Purchased Product supplied to the Customer under the Agreement does not pass to the Customer until all amounts owing by the Customer to the Supplier under the Agreement have been paid in full, and the Customer holds the Product as the fiduciary agent and bailee of Digital Chief in the meantime.

4. Delivery of Licensed Products by electronic means

4.1. This clause 4 only applies to Licensed Products that are not delivered on a physical medium.

4.2. With effect from the date Digital Chief receives payment of the Price, Digital Chief will make available, and the Customer may download, the Product from the Website by logging in the Customer’s account at the Website.

4.3. The Customer may download each Product up to 5 times. After the final download, the Website may automatically prevent further downloads of the Product by the Customer. For the purposes of this clause 4.3, a “download” means an electronic request from the Customer’s internet browser to download the Product, and that request has been received and processed by the Website’s server, irrespective of whether or not the Products has been successfully downloaded by the Customer. All downloads of the Product using the Customer’s account are deemed to be downloads by the Customer.

4.4. For the purposes of these Terms, the Products are deemed to have been delivered when the Website makes available the Products for the Customer to download.

5. Licensing of Licensed Products

5.1. This clause 5 only applies to Licensed Products.

5.2. Digital Chief grants to the Customer a personal and limited licence to use the Product solely for the Customer’s personal non-commercial purposes on the terms set out in this clause 5. The licence is non-exclusive and must not be transferred, assigned or dealt with in any way.

5.3. All rights in relation to the Product that are not expressly granted by the Agreement are excluded or limited to the extent permitted by law.

5.4. Except as expressly permitted under the Agreement the Customer must not, and must not allow any other person to:

5.4.1. make any copies of the Product except as reasonably required to convert the Product to another format for use in accordance with the Agreement; 

5.4.2. modify, vary, improve, translate or adapt the Product (including removing any disclaimers, acknowledgement or copyright statements relating to the Product);

5.4.3. create a written record, transcript, summary or extract of the Product;

5.4.4. sub-license, sell, distribute, publish, transmit or otherwise make available to any third party any part of the Product or its content; 

5.4.5. permit or allow any other person access (directly or indirectly) to the Product; or

5.4.6. make the Product available over the Internet or similar networking technology.

5.5. The Product is protected by intellectual property laws. Digital Chief reserves all rights (including intellectual property rights) in relation to the Product that are not expressly granted to the Customer in the Agreement. The Customer has no proprietary or other interest in the Product and nothing in the Agreement transfers any right, title or interest in the Product to the Customer.

5.6. The Customer acknowledges and agrees that the Product may be confidential to Digital Chief, and the Customer must not, without the prior written approval of Digital Chief, use or disclose the Product (or any copy or part of it) in the public or use it for any purpose other than for the personal non commercial purposes of the Customer.

5.7. The licence granted under this clause 5 automatically terminates if:

5.7.1. the Customer breaches any terms or conditions of the Agreement; or

5.7.2. Digital Chief cancels the order under clause 6.

5.8. Upon termination of the licence, the Customer must immediately cease to use the Product and destroy all copies of the Product.

6. Cancellation by Digital Chief

6.1. Digital Chief may at any time prior to the delivery of the Product cancel any orders placed by the Customer (even if previously accepted by Digital Chief) for any reason including: 

6.1.1. any payment made by the Customer is subsequently cancelled or dishonoured;

6.1.2. Digital Chief does not have the Product in stock and cannot obtain it or the price charged to Digital Chief by the supplier of the Product has increased; or

6.1.3. Digital Chief has inadvertently displayed any errors on the Website including incorrect prices, descriptions or illustrations or typographical errors or has indicated Products are available when they are not. 

6.2. If Digital Chief cancels an order in such circumstances, then the Price will be refunded to the Customer in full (to the extent that the Customer has paid it).

7. Refund

7.1.1. the name and contact details of the Customer;

7.1.2. the Product, date of purchase or licence and Price; and

7.1.3. the reason why the Customer is not satisfied with the Product.

7.2. If the Customer follows the above procedure, Digital Chief will refund the Price to the Customer in full (to the extent that the Customer has paid it), less any amounts deducted pursuant to clause 8.4. 

7.3. Unless otherwise notified by Digital Chief, the Customer must:

7.3.1. in respect of Purchased Products – return the Product to Digital Chief in a condition substantially as good as when the Product was delivered or collected. The Customer is responsible for arranging any freight (to the extent permitted by law). Digital Chief may withhold any refund until the Customer has returned the Product to Digital Chief; and

7.3.2. in respect of Licensed Products – destroy all copies of the Licensed Product.

7.4. Digital Chief may charge the Customer the following costs in connection with a refund request by the Customer (where allowed by law):

7.4.1. any damage to, or depreciation in the value of, the Purchased Product caused by the Customer failing to take reasonable care of the Purchased Product; and

7.4.2. ithe cost of delivery of the Purchased Product.

8. Disclaimers and warranties

8.1. To the maximum extent permitted by law and subject to the remaining provision of this clause 9, Digital Chief excludes all representations, warranties, terms, conditions and undertakings in respect of the Product and any other goods or services provided in connection with the Agreement. 

8.2. The Customer acknowledges that:

8.2.1. the information, advice and opinions contained in the Product are for general information purposes only, and Digital Chief does not warrant any outcomes or results for following the information, advice or opinions contained in the Product;

8.2.2. the views and opinions contained in the Product are the personal views and opinions of persons not associated or affiliated with Digital Chief, and do not necessarily reflect the views and opinions of Digital Chief;

8.2.3. Digital Chief is not required to or under any duty to provide any update to the Product under the Agreement;

8.2.4. the Product is not designed or customised for the Customer or the Customer’s specific circumstances;

8.2.5. the Customer should seek specific and independent advice in relation to any actions that the Customer may wish to take in reliance on the Product; and

8.2.6. to the extent permitted by law, Digital Chief does not accept any responsibility for any loss, damage, liability or cost which may arise from use or reliance on the Product.

8.3. In relation to any condition, warranty or representation expressly made in the Agreement or implied by law that cannot be lawfully excluded (Prescribed Terms), the Prescribed Terms are incorporated in the Agreement.

8.4. To the extent permitted by law, a representation, warranty or Prescribed Term will not apply to any fault or failure if it has been caused by accidental or deliberate damage, neglect or misuse, in each case by either you or a third party, or is a result of general wear and tear.

8.5. Digital Chief’s liability in relation to any representation, warranty or Prescribed Terms or otherwise in connection with the Agreement or Products is, where permitted by law, and at Digital Chief’s discretion, limited to the resupply of Product or equivalent goods, the repair of the Product or the payment to the Customer of the cost of having the Product supplied again. 

9. Liability

9.1. To the maximum extent permitted by law, Digital Chief will not be liable to the Customer in any circumstances for any indirect, economic, punitive, exemplary, special or consequential loss or damage, or in any event for any property damage, personal injury, death, loss of use, loss of revenue, loss of production, loss of profit or loss of data.

9.2. Without limiting clauses 8.1, 8.2(6), 8.4, 8.5 and 9.1, to the maximum extent permitted by law Digital Chief’s liability to the Customer on any basis and in any circumstances (including liability for negligence) will not exceed the Price actually paid by the Customer to Digital Chief.

9.3. Except to the extent of any claims against Digital Chief by a third party alleging that the Product infringes the intellectual property rights of that person, the Customer indemnifies Digital Chief against all loss, damage, costs, expense, demands, claims or liability arising directly or indirectly as a result of or in connection with the Customer’s use of or reliance on the Product or any claim or proceedings against Digital Chief arising out of or in connection with the Customer’s use of or reliance on the Product.

10. Miscellaneous

10.1. The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded.

10.2. For the purposes of any refund under the Agreement, if the Customer has paid the Price by a gift voucher or discount voucher, then Digital Chief may (at its discretion) refund the equivalent amount by reissuing a gift voucher or discount voucher to the Customer.

10.3. An amendment or variation to the Agreement is not effective unless it is in writing and signed by the parties.

10.4. The Agreement is not subject to any terms or conditions proposed by the Customer.

10.5. The Customer may not assign or otherwise deal with the Agreement or its benefit except with the prior written consent of Digital Chief. 

10.6. Failure of either party to enforce any right it has under these Terms or the Agreement will not be construed as a waiver of those rights, nor limitation upon the party’s ability to subsequently exercise those rights.

10.7. The Agreement is governed by the laws of New York, United States and the parties submit to the non-exclusive jurisdiction of the Courts of New York, United States.

10.8. If any provision of the Agreement is held to be void, invalid or unenforceable, then the provision is severed to the minimum extent required, and the remaining provisions of the Agreement will remain in full force and effect.

10.9. Digital Chief may be notified by email at hello@digitalchief.co.