Terms & Conditions

Terms & Conditions

In using this website and/or on payment for our “Services” you are deemed to have read and agreed to the following terms and conditions.

Definitions

Any use of the below terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same. Where these Conditions use words, which denote a particular gender, they shall be also read to include all genders and vice versa. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

“Supplier” “We” “Ourselves” “Us” means Minds Nebula Ltd a company incorporated in England and Wales under company number 09665283 whose registered office is at The Elsie Whiteley Innovation Centre, Halifax, HX1 5ER, trading as MindsNebula.

“Client” “You” and “Your” means  the person accessing this website and accepting the Suppliers terms and conditions.

“Proposal” means a proposal, application, quotation or other similar object describing the agency Services;

“Services” means the Supplier as described in the Proposal;

“Fee” “Amount Due” “Payment” means the monies or payment due from Client;

“Ad Program” “Marketing Platform” means the advertising program  used to serve ads including but not limited to Google AdWords, Facebook and Microsoft AdCenter

“Intellectual Property” means registered or unregistered patents, inventions, trademarks, trade names, copyrights and/or designs (irrespective of whether or not any applications for registration thereof have been submitted or are pending or have been finalised) as well as any know-how, confidential information, concepts, ideas, logos, themes, theories, hypotheses, strategies, advertising and/or marketing plans that have been developed or are in the process of being developed and/or any other similar protected rights that may exist in the England and Wales or in any other country

“Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent and conditions posted on to this website;

“Agreement” means the contract verbal or written between the Supplier and the Client for the provision of the Services incorporating these Terms and Conditions;

“Acceptance” means any verbal, written or implied intent to use Supplier services;

“Force Majeure Event” means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Suppliers or subcontractors.

“Service/s” means the Services that the Client requires Minds Nebula  to render in terms of this Agreement. Such Services include, but are not limited to:

1. Training courses and remote/screen shared support;
2. Paid advertising Services, Google Adwords, banner placements and purchase and/or Affiliate Network advertising;
3. Email marketing and/or correspondence;
4. Digital and/or digital media auditing and reporting;
5. Social networking and/or social media management;
6. Banner and web design;

Code of Conduct

You shall use the Services strictly in accordance with these terms and conditions and shall not misuse the Services and will comply with all reasonable instructions or directions given by Minds Nebula in respect of the Services. Please also see our privacy policy www.mindsnebula.com/privacypolicy

You will not:

• reproduce or redistribute the content (other than as allowed under these terms and conditions), modify or in any way commercially exploit any of the content.
• remove the copyright or trademark notice(s) from any copies of the training course content.
• Harvest information or datamine or create a database  by downloading and storing all and any of the content, or scrape www.mindsnebula.com with any tool including robotic or virtual systems.
• make any commercial or business use of the Services or resell or commercially benefit from any part or aspect of the Services without written permission from Supplier.
• Link to any page other than the home page www.mindsnebula.com from any external or source reference.
• Hold Minds Nebula Ltd responsible for  the results or consequences of your actions upon taking any of the advice shared by us. We do not accept any responsibility for the result of link clicks to any external sources on this website or emails sent by us.

Licence

In accessing the Services you are given a limited licence to use this website which can be cancelled for any reason deemed sufficient by Minds Nebula  at any time. If the terms of this website are not adhered to, licence is automatically cancelled and can not be used without written permission from the Supplier.

Length of Contract

• The Contract Start Date is  defined as the day on which you indicate your acceptance of Minds Nebula Ltd Services on offer to you.
• Unless otherwise agreed by us, our contracts are run on a per calendar month rolling contract.

Payment Terms

• Supplier will invoice Client before any work is carried out or on completion in some cases, which is at our own discretion.
• Payment for all invoices is due within 14 days of the date on the invoice unless otherwise agreed. All late payment will be charged at interest rate of 5% per annum above the base lending rate of NatWest Bank.
• The prices quoted are correct at the date of publication and for 14 days thereafter. Minds Nebula reserves the right to adjust prices outside this period.

Intellectual Property

• Supplier shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
• Client agrees to not modify, distribute, edit, rent, lease, loan, sell, reverse engineer, copy reproduce or recycle the Intellectual Property of Minds Nebula Ltd before, during or after using our Services.
• [II] The Intellectual Property of the Supplier, belongs solely to the supplier during the lifetime of the contract and will remain the Intellectual Property of Supplier following the termination of contract at all times.
• [III] Client agrees that with respect to clause [II]  all Intellectual Property owned by the Supplier may be removed following termination of the contract, and work will revert back to the original layout prior to Supplier carrying out any work. Continued use of training documents and content provided by Supplier or campaigns built by Supplier will be prohibited and shall be returned to the supplier or evidence that they have been confidentially destroyed within the Data Protection Act 1998 rules and provide the supplier with evidence of the same within 14 days of termination.
• Client agrees that failure to comply with clause [III] will result in payments to Supplier every month that Intellectual Property of Supplier is used by Client, Payments to Supplier will be at the monthly invoice amount. The supplier also reserves the right to claim damages or costs from the client, if deemed necessary for a conclusion to the termination of contract.
• The Client agrees that on termination of this agreement the Supplier shall be entitled to use the all works created by the solely for its own internal and external promotional purposes.

Ad Networks & Account Details

• Client is responsible for ad targeting options, keywords, ad content, ad information and ad URLS whether generated by or for the Client. This includes links used on all adformats and links included inside that ad format.
• Client understands the Supplier is not responsible for any modifications made to Marketing Platform account made by the Client or associated parties.
• Client agrees that all tools, coding, new keywords, and any knowledge gained can not be used on any other Marketing Platform account the Client may have, or Client creates during or after the Term of the contract.
• Supplier agrees to keep all the financial details supplied to us by the Client during and after contract termination confidential and can rollback all Intellectual Property from within Marketing Platform accounts upon termination of contract, this include campaigns and strategies created by the Supplier.
• Client agrees to not grant access to Marketing Platforms, or disclose any training documents, help guides or resources provided by the Supplier to another Marketing or Training Company or any Third Party during the lifetime of the contract.
• Client agrees for the Supplier to make any change(s) on Marketing Platform account  and Client will check the online Google ‘Working With Third Parties Guide’.
• Client agrees to adhere to all Marketing Platform terms and conditions, provided on each respective Marketing Platform site.
• Client agrees for Marketing Platform provider to make any change required in line with platform upgrades and policy changes, including the markup of all ads as ‘sponsored’ or ‘paid ads’.
• Client agrees to not copy, export, or share Intellectual Property shared and implemented by the Supplier without prior written permission, all of which the Supplier does not promise or guarantee any result from.
• Client will represent,  warrant and covenant to Minds Nebula Ltd and its Suppliers that you will at all times comply with all applicable law, not generate, or encourage others to generate, automated or fraudulent impressions or interactions with  advertisements on any Marketing Platform network, you are responsible for obtaining and maintaining accounts for use of the Marketing Platform and any other applicable program,
• Your use of the Google AdWords program, Microsoft adCenter program, Facebook Ads program or any other ad program is not for personal, family or household purposes, and your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed. Minds Nebula Ltd and its Suppliers place the onus on the client to keep up to date with the necessary legislation and cannot be held accountable for any breach by the client for any omission(s) to do the same.

Training  Services

• Courses may include documentation provided to Client by the Supplier that can not be reproduced, stored electronically for later retrieval, transmitted by any means electronic, mechanical, photocopying, snapshots or otherwise, without prior written permission from Minds Nebula Ltd.
• The Supplier can not guarantee results of any advice, training or suggestions used by Clients.
• Any data, programes, illustrations, computer files or other material in any format used on the course will remain the property of the Supplier at all times.
• The Supplier can not be held responsible for loss of time due to insufficient facilities or lack of  equipment during on-site or screenshared training.

Termination of Contract

• Client may cancel this agreement with minimum 24 hours  notice to the other party in writing, by certified mail, personal delivery or confirmed written receipt of cancellation request from the Supplier.
• The Supplier reserves the right and obligations that they may terminate the Agreement if the Client has failed to make over any contributions in full or part (if agreed by the supplier) for the fee payable within 14 days or on the day of the sum being requested or on the date
• Notice of cancellation received by e-mail or post will be accepted by Supplier on date of confirmed receipt by Supplier and take effect at the end of the 1 month period for which the Client will be charged at the normal rate applicable.
• The Supplier reserves the right to  immediately delete all data held prior to cancellation or any action without notice.

Changes to Terms & Conditions

• Supplier may, in its discretion, change these terms of use without notification, by posting new Terms and Conditions on this website at any time and the onus remains on the client to ensure they are up to date with any changes or updates.

Force Majeure Event

• Neither party shall be held liable for a Force Majeure Event.
• If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
• Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Services without liability to the other by written notice to the other party in the event that the performance of Services are impeded for more than 6 months due to a Force Majeure Event.

Severance

• If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court governed by English law then such Term or Condition shall be severed and the remaining Terms and Conditions within contract law will take precedent.

Disclaimers

• The Supplier makes no promises or guarantees about our Services. For example, we do not guarantee reliability, availability or ability to meet your needs. To the extent permitted by law, we exclude all warranties.
• The Supplier will make no guarantees on marketing performance or knowledge acquisition and Client agrees to not assert any such claims under contract law or any other legal theory against the Supplier or the third-party advertising providers you access.
• The Client acknowledges and agrees Supplier Services or any other third-party provider or data in your AdWords Account will not be available without interruption or bugs.
• Supplier shall not be liable for any loss of profit, loss of revenue or loss of anticipated savings, loss of business opportunity and/or loss or corruption of data, any indirect or consequential losses or damages at all times.

Indemnity

• You agree to indemnify (and to hold Minds Nebula and any of Minds Nebula’s officers, employees and agents) from and against all and any  costs, claims, demands, expenses, damages, and liabilities (including, but not limited to, all legal and other professional fees, costs, disbursements, and expenses) arising out of or in connection with any third party claim that the data and / or materials (including, without limitation, the Client Materials) provided by the Client (or on behalf of the Client) to Minds Nebula infringes any Intellectual Property Rights of any third party at all times.

Governing law

• These terms and conditions shall be governed by and construed in all respects in accordance with the law of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the Courts within England and Wales as regards any claim or matter arising in relation to these terms and conditions.

Miscellaneous

• The Supplier reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Supplier shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.
• The Supplier shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.
• During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to directly or indirectly employ or engage or offer to employ or engage anyone designated by the Supplier to work on the Services.
• The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
• A person who is not a party to the contract shall not have any rights under or in connection with it.
• All notice (to be given by you under these terms and conditions) and all other written communications from you, must be in writing and may be delivered or sent by prepaid first class letter post, or by email, although for service by email to be valid, receipt of email needs to be acknowledged by Minds Nebula.
• Any notice or document shall be deemed served at the time of acknowledgement by Minds Nebula at all times.
• All notices must be in writing to Minds Nebula Ltd, The Elsie Whiteley Innovation Centre, Halifax, HX1 5ER, or such address as is advised by the Supplier.

Contact

• If you have any queries concerning any part of these terms and conditions please contact Minds Nebula by email to: [email protected] or by post, using the in these terms and conditions.