Copyright © MindGenius Ltd 2008
Terms and Conditions of Use.

MindGenius is a registered
trademark of MindGenius Ltd.
Mind Map is a registered trademark
of The Buzan Organisation Ltd.


 

 

MindGenius Terms and Conditions of Business
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Website Registration, Privacy Policy & Data Protection
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MindGenius Ltd are committed to complying with the Data Protection Act 1998 and have published this guide to help you understand how and why MindGenius Ltd collect information from you, to whom such information is disclosed and what your rights are. You can access our MindGenius website home page and browse our site without disclosing your personal data. However, when you register with MindGenius Ltd on the MindGenius web site you will be asked to provide certain information about yourself.

What information do we collect and how do we obtain it?

If you register with us on this web site you will be asked, initially, to provide certain information such as your first and last names, e-mail address and password. Where an order is placed, additional information (such as credit card, telephone number, shipping address) will be required and requested at point of sale. This will enable us to process and fulfill your order, notify you of your order status and inform you of special offers and promotions.

How do we use your information?

We use the information that we collect about you to:

(a) Process your orders
(b) Administer this website
(c) Monitor customer traffic patterns and site usage to help us develop and improve the design and layout of the site
(d) Notify you about enhancement to our services, such as changes to the website, new services and special offers that may be of interest.

How secure is your information?

The security of your information is of top priority to MindGenius Ltd and our site uses both WorldPay and Royal Bank of Scotland services for Secure Credit Card Transactions Both of these organizations use 128 bit SSL encryption technology, which is the industry standard for on-line transactions.

MindGenius Ltd does not sell trade or rent your personal information to others. Please be aware that if we are requested, by the police or any other regulatory or Government authority investigating suspected illegal activities, to provide your information and/or use your information, we are entitled to do so.

What about cookies?

Our online ordering system uses a cookie to record a unique reference on your computer so that we can keep track of your order as you use the system. The cookies do not store any personal or financial information. If your internet browser is set to reject cookies or if your network firewall won't allow them then unfortunately you will not be able to use our on-line purchase facility. Please refer to your internet browser help file to see how to enable cookies on your PC.

Unsubscribing

By using our Web site, you consent to the collection and use of this information by MindGenius Ltd. If we decide to change our privacy policy, we will post those changes on this page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. If you decide you do not want us to contact you, you can request that we stop using your information and that we stop mailing information to you by sending an e-mail to unsubscribe@mindgenius.com with "Unsubscribe" in the subject field. Alternatively, you can write to the Data Controller at the address below quoting "Privacy Enquiry".

Your rights under the Data Protection Act 1998

You have a right to access the personal data that we hold on you. If you would like to see a copy please send a 10 GBP fee and a written request to the Data Controller at MindGenius Ltd, James Watt Building, Scottish Enterprise Technology Park, East Kilbride G75 0QD Scotland. In addition, if you think the information we hold on you is incorrect please e-mail MindGenius Ltd at info@mindgenius.com or contact the Data Controller at above address, quoting"Privacy Enquiry".

Affiliate Agreement
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1. Definitions

1.1 'MindGenius' shall mean MINDGENIUS LIMITED a Company incorporated under the Companies Acts and having its registered office at 117 Cadzow Street Hamilton Lanarkshire ML3 6JA

1.2 'Affiliate' shall mean the applicant, as designated in the Application Form (as defined below in Clause 3.1).

1.3 'MindGenius Site' shall mean the MindGenius World Wide Web page from time to time being operated by or on behalf of MindGenius that is displayed as a result of requesting the following URL: www.mindgenius.com.

1.4 'Affiliate Site' shall mean the Affiliate World Wide Web page from time to time being operated by or on behalf of Affiliate that is displayed as a result of requesting the Affiliates URL detailed in the Application Form;

1.5 'Customer' shall mean a legal entity which has licensed the software developed by MindGenius known as MindGenius ('the Product') via the Link (as defined in clause 2) on the Affiliate Site to the MindGenius Site.

1.6 'Users' shall mean World Wide Web browsers.

1.7 'Intellectual Property' shall mean any and all intellectual property including but not limited to trade marks, copyright, registered designs and URLs as are required by Affiliate to provide the Link.

2. Scope of relationship

MindGenius grants to Affiliate a non-exclusive licence, of the Intellectual Property, as detailed in Clause 7 below, during the term of this agreement to establish a link, the particulars of which are determined in terms of clause 3.2 below, (the Link') between the Affiliate Site and the MindGenius Site for the purpose of permitting Customers to licence the Product from MindGenius ('the Program'). The affiliate will receive a referral fee for each Customer as detailed in clause 6 below (the 'Referral Fee').

2.1 The foregoing licence shall be limited to the purposes of establishing the Link as described more fully below.

2.2 Affiliate agrees to incorporate the Link into the Affiliate Site in a prominent position on the Designated Page of the Affiliate Site. The Designated Page shall be the page that a Users web browser will display as the result of requesting the Affiliates URL detailed in the Application Form, or any new URL with which Affiliate replaces the above-stated URL.

2.3 The Link shall appear on the Designated Page such that it is visible to a User when loaded into and displayed by a user at 640 by 480 standard VGA resolution running so that the User occupies the full screen of the VGA monitor. Additionally, the Link shall appear in the Designated Page such that the User will see the entire Link without scrolling.

2.4 Affiliate agrees to provide the necessary graphic and textual material for the Link as a computer-readable file in a compatible file format.

3. Enrolment to the Program
3.1 In order to commence participation in the Program, Affiliate will submit a complete application via the MindGenius Site (the Application Form'). MindGenius will evaluate the application in good faith and will notify the applicant of acceptance or rejection. MindGenius may reject the application if it determines the Affiliate Site is unsuitable for the Program.

3.2 On acceptance by MindGenius of the Affiliate Application Form, Affiliate will be provided with a user name and password to provide access to a private area within the MindGenius Site where Affiliate can select an image to be used in providing the Link (the Link Image').

3.3 The Link Image selected by Affiliate will be given a unique code which will identify the Affiliate Site used by the Customer.

3.4 This Agreement shall commence on acceptance by MindGenius of the Affiliate application, (the Commencement Date') and shall remain in effect for 2 year(s) from the Commencement Date (the Term') and will continue thereafter on a yearly basis until termination.

4. General Affiliate Obligations

4.1 For the duration of this Agreement Affiliate will provide the Link from the Affiliate Site to the MindGenius Site.

4.2 Affiliate shall keep MindGenius informed of any problems encountered with the Affiliate Site, the Link and any Users thereof, including Customers and any resolutions arrived at for those problems.

4.3 Affiliate shall communicate promptly to MindGenius any modifications, design changes or improvements suggested by any Customer or other Users.

4.4 Affiliate shall be solely responsible for the development, operation and maintenance of the Affiliate Site and for all information that appears on its site.

4.5 For the avoidance of doubt MindGenius accepts no liability for the Affiliate Site. MindGenius has no control over the content of the Affiliate Site and does not endorse or accept any responsibility for the content or use of the Affiliate Site.

5. Obligations of MindGenius

5.1 MindGenius shall be responsible for all dealings with the Customer including order processing and fulfillment, invoicing, cancellations and returns and customer service

5.2 MindGenius will register and record each time a User requests the Link and shall record the number and details of Customers (the Referral Details') Affiliate will be able to access a private area within the MindGenius Site using the user name and password provided by Affiliate in the Application Form to access the Referral Details.

5.3 The Referral Details shall include the Referral Fees earned and the payments due to the Affiliate.

5.3 Affiliate shall be entitled to monitor, register and record the number of Users who request the Link for their own records. In the event of any disagreement between the parties over the numbers of Users requesting the Link and the number of Customers (the Numbers'), the aggrieved party shall notify the other party in writing detailing the deficiency or otherwise in the Numbers. Within 7 days of the written notification a representative of each party shall meet in person or communicate by telephone in order to reach an agreement over the Numbers. If the parties cannot agree to resolve the dispute in line with the procedure outlined above, the parties agree to appoint a mutually acceptable independent auditor (who shall act as an expert and not as an arbiter, and whose expenses shall be borne equally by the parties unless he determines otherwise based on the conduct of the parties) to investigate the Numbers and produce a report thereon and the parties hereby agree to accept said report as final and binding to resolve the dispute.

5.4 MindGenius will provide the Affiliate with graphical images, trademarks, URLs and text options to include on the Affiliate Site to promote the Product and for use in the Link. Affiliate may make stylistic and editorial changes to the format of the Link but these shall be subject to MindGeniuss prior approval.

5.5 Subject to Clause 5.4, Affiliate shall not alter the images or text in any way. MindGenius at its sole discretion may deem a Link inappropriate (Inappropriate Link'). Affiliate shall remove immediately upon notice from MindGenius of any Inappropriate Link.

6 Fees and Payment

6.1 MindGenius will pay Affiliate a Referral Fee for each Customer. For a sale to be eligible to earn a Referral Fee the Customer must click-through the Link from the Affiliate site to the MindGenius Site.

6.2 On application for the Program, Affiliate will select the currency they wish fees to be paid in. This is fixed on acceptance of the application and regardless of currency selected by a Customer.

6.3 For each Customer who makes use of the Link, Affiliate will be paid the Referral Fee of 10% of the sale value of the relevant MindGenius product. All fees are exclusive of VAT.

6.4 MindGenius at its sole discretion may change the Product price list and Referral Fee at any time during the term of this Agreement.

6.5 Affiliate may not purchase the Product during sessions initiated through its site for Affiliate's own use, resale or commercial use of any kind. Such purchases shall entitle MindGenius to withhold Referral Fees and terminate this Agreement.

6.6 MindGenius will pay Affiliate on a monthly basis, approximately thirty days following the end of each calendar month, the Referral Fees earned on sales of the Product that were purchased during that month. If the Referral Fees payable to Affiliate for any calendar month are less than 100.00, MindGenius will hold those fees until the amount due is at least 100.00 or until this Agreement is terminated.

7. Trademarks & URL Licence.

7.1 During the term of this Agreement, Affiliate is granted a non-exclusive licence to use the Intellectual Property for the purposes only of exercising its rights and performing its obligations under this Agreement.

7.2 At no point during or after the Term of this Agreement shall Affiliate challenge or assist others to challenge MindGeniuss trademarks or attempt to register any trademarks or URLs confusingly similar to those of MindGenius.

7.3 Upon termination or expiration of this Agreement, Affiliate will immediately cease use of and remove the Link to the MindGenius Site and shall cease to use the Intellectual Property and all MindGenius trademarks, logos and other material provided by MindGenius as described in Section 5.4.

8. Policies and Pricing
The Customers who purchase the Product through this Program will be deemed customers of MindGenius . Accordingly all MindGenius policies and operating procedures concerning customer orders, customer service and product sales will apply to the Customers. MindGenius may at its sole discretion change its policies and operating procedures at any time.

8.1. The Product price may vary from time to time and Affiliate shall not include price information in Product descriptions on the Affiliate Site.

9. Modification

9.1. MindGenius at its sole discretion, may modify any of the terms and conditions contained in this Agreement at any time.

10. Representations and Warranties
Each party hereby disclaims any representation or warranties, express or implied, regarding the subject matter of this Agreement, including any implied warranties of quality, fitness for a particular purpose, non-infringement and implied warranties arising from course of dealing or course of performance.

11. Termination of this Affiliate Agreement

11.1 The Agreement is subject to annual review between both parties.

11.2 Either party may terminate this Agreement if :-

11.2.1 the other party materially fails to perform any of its obligations and such failure is either irremediable or such failure continues for a period of 30 days after receipt by the defaulting party of a written notice specifying the default and the action required to remedy it; or

11.2.2 In the event of the liquidation or receivership of the other (other than for the purposes of reconstruction or amalgamation) or the appointment of an administrator or its ceasing or threatening to cease trading or entering into any composition with its creditors or undergoing analogous proceedings in any other jurisdiction;

11.3 The Agreement may be terminated by either party at any time upon written notice with or without cause of no less than 1 month.

11.4 Termination will not affect any of Affiliates or MindGenius's respective rights or obligations up to the date of termination nor will it affect any terms of this Agreement which are due to be performed or observed after termination.

11.5 For the avoidance of doubt, Affiliates right to promote the Product will cease immediately on termination of this Agreement.

12. Limitation on Liability

12.1 Neither party shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any indirect, special, incidental or consequential damages.

12.2 MindGenius shall not be liable for the misapprehension and/or misuse by any third party of any information provided by Affiliate in the Application Form. For the avoidance of doubt MindGenius shall not be liable for any loss whether direct or indirect suffered by Affiliate as a result of the misapprehension and/or misuse of any information provided on the Application Form.

13. Relationships of Parties.

13.1 MindGenius and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture or sales representative relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on behalf of MindGenius.

14. Independent Investigation

14.1 AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT MINDGENIUS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR OR COMPETE WITH THE AFFILIATE SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN IS SET FORTH IN THIS AGREEMENT.

15. General

15.1 MindGenius and Computer Aided Thinking are registered trademarks of MindGenius.

15.2 This Agreement contains the full and complete understanding between MindGenius and Affiliate in relation to the subject matter of this Agreement and supersedes all previous negotiations, representations , undertakings and agreements whether written or oral.

15.3 If any part of this Agreement is deemed to be null & void, or unenforceable or contrary to the laws of Scotland, then such a component shall be considered excluded. The remainder of the terms shall remain in effect.

15.4 This Agreement is governed by Scottish law and the parties irrevocably submit to the non-exclusive jurisdiction of the Scottish courts which shall be the sole forum for the resolution of any disputes.

15.5 MindGenius may assign, transfer or sublicence any and all obligations under this Agreement at its sole discretion.

15.6 Affiliate shall not assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of MindGenius (and any such attempt shall be void).

15.7 All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax or three days after being sent by pre-paid first class post to the address of the party to be noticed a set forth herein or such other address as such party last provided to the other by written notice.

MindGenius Licence Terms and Conditions
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You are granted a non-exclusive, non-transferable licence to use the copy of the MindGenius software ('the Software') on the following terms and conditions:-

1. All rights in the Software remain the property of MindGenius Limited or its licensor and you acquire no title or interest in the Software other than the right to use it as detailed in this licence. You continue to be responsible for virus checking the Software.
Support will continue to be provided by email by contacting our help desk at support@mindgenius.com.

2. For MindGenius Business you may licence the Software on 2 (two) Personal Computers (PC). E.g. Business PC & Home PC or Business PC & Laptop PC. The Software can only be run on one PC system at any time. For MindGenius Brainbloom, you may licence the Software on 1 (one) PC. Should you require to transfer the licenced Software to additional PCs you shall require our express permission to do so, which permission shall not be unreasonably withheld.

3. You can treat the Software as an archival copy and make a back-up copy for regular use or vice-versa provided that copies are labeled as per the master disk. Otherwise the Software and all related materials are confidential information which you must not disclose (other than by way of a general description which does not disclose technical details), copy or reproduce in any manner or loan or in any way dispose of for profit or incentive or otherwise without our express written permission.

4. You must not alter, remove, obscure, conceal or otherwise interfere with any markings on or within the Software or the packing which refer to us and must not interfere with any other copyright notices.

5. You shall not decompile, disassemble or reverse engineer the Software in any manner and shall not interfere with any security devices, encryption, pass-words, embedded licence data or any other devices in or supplied with the Software unless permitted to do so by law. In the case of decompilation, however, you must abide by the following procedure. At first instance you should contact us to request the information required in order to achieve interoperability of the Software with your other hardware or software (the 'Permitted Objective'). If we do not make this information readily available, you shall be entitled to decompile the Software only if it is essential to do so in order to achieve the Permitted Objective and only insofar as we have not made the information readily available.

6. Whilst we have used reasonable skill and care in designing the Software, it is supplied to you 'as is' and except insofar as the same cannot be excluded by law, no warranty is given by us (a) in relation to the Software or the uses to which it may be put or its fitness or suitability for any particular purpose or under any special conditions and/or (b) that the use of the Software and/or any other materials by you will not infringe any third party, copyright or other intellectual property rights.

7. We shall not be liable to you in respect of any costs, claims, losses, liabilities, damages and expenses incurred directly or indirectly in respect of the Software, the manual and/or any other materials (including but not limited to any consequential loss or loss of goodwill or revenue or anticipated savings or production) or any loss arising as a result of the Software ceasing to operate or containing any virus except insofar as such liability cannot be excluded by law. For the avoidance of doubt, we do not attempt to restrict or exclude liability for death or personal injury arising out of our negligence.

8. For the avoidance of doubt, we will be entitled to terminate this licence with immediate effect if you breach the terms of this licence at any time. Upon termination of this licence, you shall stop using the Software immediately and will destroy all copies of the Software in your possession and/or return, at our option, all copies to us.

9. In consideration of the grant of this licence, you shall be due to pay us a licence fee in the amount specified on our web site as at the date you accept these licence terms. Further details of our prices are also available in our sales and marketing materials. Payment shall be made either:

(a) by credit card by completing the on-line payment section of our Web site.
(b) by payment of an invoice issued by us without deductions of any kind within 14 days of the date of said invoice failing which we shall be entitled to charge interest at a rate of 5% p/a above the base lending rate of Royal Bank of Scotland plc from time to time on any sum outstanding from the date said sum became due until the date of payment. If you fail to pay any sum due to us on the due date, we shall be entitled without prejudice to any other rights or remedies which we may have to suspend without any liability to you the licence granted herein until such time as such sum is paid.

10. You shall not be entitled to assign your rights or obligations under this licence without our prior written consent. We shall be entitled to assign our rights and obligations hereunder as we deem appropriate. This licence shall be governed by the law of Scotland and you hereby submit to the non-exclusive jurisdiction of the Scottish courts. If any provision of this Licence is found to be invalid or unenforceable pursuant to any judicial decree or otherwise, the remainder of this licence shall remain valid and enforceable to its terms.