Last Updated: 29th July 2025
1. Company Information
These Terms and Conditions (“Terms”) govern the provision of services by Chenomi Ltd T/a Loyalty (“Loyalty,” “we,” “us,” or “our”), a company incorporated in Ireland.
Company Details:
Chenomi Ltd T/a Loyalty
Crawford Business Centre, Bishop Street
Cork, T12 VP71, Ireland
Email: hello@loyalty.cx
Company Registration: 742659
2. Services
2.1 Service Description
We provide customer success consulting, CX consulting, retention sprints, customer success-as-a-service (BPO), retention analysis, and related professional services (“Services”) to business clients (“Client,” “you,” or “your”).
2.2 Service Delivery
- Services are delivered according to agreed statements of work or service agreements
- We will use reasonable skill and care in providing Services
- Service delivery timelines are estimates and may be adjusted based on client cooperation and external factors
3. Payment Terms
3.1 Payment Schedule
- One-time Services: Payment due within 30 days of invoice date
- Recurring Services: Payment due on the 1st of each month in advance
- Setup Fees: Due within 30 days of service commencement
3.2 Currency and Invoicing
- European Clients: Invoiced in EUR
- North American Clients: Invoiced in USD
- Other Locations: Currency determined at our discretion
- All prices exclude applicable taxes unless otherwise stated
3.3 Late Payments
- Late payment fee of 2% per month on overdue amounts
- We reserve the right to suspend services for accounts over 15 days overdue
- Client remains liable for all collection costs and legal fees
3.4 Disputed Invoices
- Disputed invoices must be raised within 14 days of invoice date
- Undisputed portions remain due as scheduled
- We will investigate disputes in good faith
4. Client Obligations
4.1 Cooperation
- Provide timely access to necessary data, systems, and personnel
- Respond to requests for information within reasonable timeframes
- Designate authorised representatives for decision-making
4.2 Data and Information
- Ensure all provided data is accurate and complete
- Maintain necessary licenses for any software or systems we access
- Provide required authorisations for us to act on your behalf
5. Intellectual Property
5.1 Our Property
- All methodologies, frameworks, templates, and know-how remain our property
- Pre-existing intellectual property is not transferred to Client
- We retain rights to use general knowledge and experience gained
5.2 Client Property
- Client retains ownership of their confidential information and data
- We claim no ownership rights in Client’s business information
- Deliverables specific to Client become Client property upon full payment
5.3 Work Product
- Custom reports, analyses, and recommendations become Client property
- We retain rights to use anonymised data for benchmarking and research
- Client grants us right to use their name and outcomes as a reference (unless opted out)
6. Confidentiality
6.1 Mutual Obligations
- Both parties will protect confidential information received
- Confidential information excludes publicly available information
- Obligations survive termination for 5 years
6.2 Data Protection
- We process personal data in accordance with our Privacy Policy
- Both parties comply with GDPR and applicable data protection laws
- Data processing addendums available upon request
7. Limitation of Liability
7.1 Liability Cap
- Our total liability is limited to fees paid in the 12 months preceding the claim
- This applies to all claims whether in contract, tort, or otherwise
- Some exclusions may not apply to consumers under Irish/EU law
7.2 Excluded Damages
- We exclude liability for indirect, consequential, or special damages
- This includes lost profits, business interruption, or data loss
- Exclusions don’t apply to death, personal injury, or fraudulent conduct
7.3 Professional Indemnity
- We maintain professional indemnity insurance
- Insurance details available upon reasonable request
8. Service Level and Disclaimers
8.1 Service Standards
- Services provided with reasonable skill and care
- We don’t guarantee specific business outcomes or results
- Success depends on various factors outside our control
8.2 Third-Party Services
- We may recommend third-party tools or services
- We’re not liable for third-party performance or availability
- Client contracts directly with third-party providers
9. Termination
9.1 Termination Rights
- Either party may terminate with 30 days written notice
- We may terminate immediately for non-payment or breach
- Client may terminate for material breach if not cured within 14 days
9.2 Effect of Termination
- All unpaid fees become immediately due
- We will return Client confidential information upon request
- Confidentiality and limitation of liability provisions survive
9.3 Transition Assistance
- We will provide reasonable assistance to transition services
- Transition assistance may be subject to additional fees
- We’re not obligated to provide services beyond termination date
10. Force Majeure
Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, government actions, pandemics, or technical failures.
11. General Provisions
11.1 Entire Agreement
- These Terms, together with any signed agreements, constitute the entire agreement
- Modifications must be in writing and signed by both parties
- Electronic signatures are acceptable
11.2 Assignment
- Client may not assign rights without our written consent
- We may assign to affiliates or in connection with business transfers
- Assignment doesn’t relieve parties of existing obligations
11.3 Severability
- Invalid provisions are severed without affecting remaining terms
- We will attempt to replace invalid provisions with valid alternatives
- Severability doesn’t apply if it changes the fundamental nature of the agreement
11.4 Governing Law and Jurisdiction
- These Terms are governed by Irish law
- Irish courts have exclusive jurisdiction over disputes
- We may seek injunctive relief in any appropriate jurisdiction
11.5 Notices
- All notices must be in writing to the addresses specified
- Email notices are acceptable for routine communications
- Legal notices require registered post or recorded delivery
12. Amendments
We may update these Terms periodically. Changes will be posted on our website and, for material changes, we will provide 30 days notice via email.
13. Contact Information
For questions about these Terms:
Chenomi Ltd T/a Loyalty
Crawford Business Centre, Bishop Street
Cork, T12 VP71, Ireland
Email: hello@loyalty.cx