Terms of Service

# Mindwire | Terms of Service *Last Updated: May 1, 2025* ## 1. Introduction Welcome to Mindwire ("Company", "we", "our", "us"). These Terms of Service ("Terms", "Terms of Service") govern your use of our website located at www.mindwire.uk (the "Service") and any related services offered by Mindwire. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, you do not have permission to access the Service. ## 2. Definitions - **Service**: The www.mindwire.uk website and Mindwire AI workflow automation consulting services operated by Mindwire. - **Client**: The individual or entity that has engaged Mindwire to provide AI workflow automation consulting services. - **User**, **You**: The individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service. - **Deliverables**: All work product, including software code, documentation, reports, and other materials developed by Mindwire for Client. - **Confidential Information**: Information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information at the time of disclosure. ## 3. Use of the Service ### 3.1 Account Registration When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. ### 3.2 Account Security You are responsible for safeguarding the password you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. ### 3.3 Acceptable Use You agree not to use the Service: - In any way that violates any applicable national or international law or regulation - To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter," "spam," or any other similar solicitation - To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity - In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful ## 4. Consulting Services ### 4.1 Scope of Services Mindwire provides AI workflow automation consulting services as described in a separate Statement of Work or Service Agreement. These Terms supplement any such agreement. ### 4.2 Delivery and Acceptance Deliverables will be considered accepted if no written objection is received within ten (10) business days of delivery. ### 4.3 Change Requests Any changes to the scope of services must be agreed upon in writing by both parties. ## 5. Fees and Payment ### 5.1 Service Fees You agree to pay all fees or charges to your account according to the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments are non-refundable except as expressly set forth in these Terms. ### 5.2 Payment Terms Payment terms are specified in the Service Agreement or Statement of Work. Unless otherwise specified, invoices are due within thirty (30) days of receipt. ### 5.3 Late Payment Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. ## 6. Intellectual Property Rights ### 6.1 Company IP The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Mindwire and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Mindwire. ### 6.2 Client Materials Client retains all rights to materials provided to Mindwire for use in connection with the Services. ### 6.3 Deliverables Upon full payment of all amounts due, Client will own all rights to Deliverables, except for: - Open source components subject to their respective licenses - Pre-existing materials owned by Mindwire (for which Client receives a non-exclusive license) - Generic processes, methods, and tools developed by Mindwire ## 7. Data Privacy Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains our data collection, use, and sharing practices. By using our Service, you agree to the collection, use, and sharing of your information as set forth in the Privacy Policy. ## 8. Confidentiality ### 8.1 Protection of Confidential Information Each party agrees: - To use the Confidential Information only for the purposes described in these Terms and any related agreement - To maintain the confidentiality of the Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care - Not to disclose Confidential Information to any third party without prior written consent, except to employees, contractors, and advisors who need to know such information and who are bound by confidentiality obligations ### 8.2 Exclusions Confidential Information does not include information that: - Was in the public domain at the time it was disclosed - Becomes public through no fault of the receiving party - Was known to the receiving party prior to disclosure - Is independently developed by the receiving party - Is disclosed pursuant to the order or requirement of a court or government agency ## 9. Term and Termination ### 9.1 Term These Terms shall remain in full force and effect while you use the Service. ### 9.2 Termination We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Service will immediately cease. ### 9.3 Effects of Termination Upon termination, Client shall pay for all services performed up to the date of termination. ## 10. Limitation of Liability In no event shall Mindwire, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: - Your access to or use of or inability to access or use the Service - Any conduct or content of any third party on the Service - Any content obtained from the Service - Unauthorized access, use or alteration of your transmissions or content The total liability of Mindwire, whether in contract, tort (including negligence), or otherwise, shall not exceed the amounts paid by you to Mindwire in the twelve (12) month period preceding the event giving rise to such liability. ## 11. Disclaimer The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. Mindwire does not warrant that: - The Service will function uninterrupted, secure, or available at any particular time or location - Any errors or defects will be corrected - The Service is free of viruses or other harmful components - The results of using the Service will meet your requirements ## 12. Indemnification You agree to defend, indemnify, and hold harmless Mindwire and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: - Your use of and access to the Service - Your violation of any term of these Terms - Your violation of any third-party right, including without limitation any copyright, property, or privacy right ## 13. Governing Law These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions. Any legal action or proceeding relating to your access to, or use of, the Service shall be instituted in the courts of London, United Kingdom. ## 14. Changes to Terms We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. ## 15. Contact Us If you have any questions about these Terms, please contact us at: **Mindwire** 123 Automation Drive, Tech City London, UK EC1A 1AA Email: [email protected] Phone: +44 20 7123 4567