MindWorks Marketing

MASTER SERVICES AGREEMENT

Revised 23rd October 2023

Background

MindWorks Marketing would rather operate without the need for defined terms and conditions but unfortunately we have no choice so we have tried to keep them as easy to read and informative of how we work as possible. By ordering services from MindWorks Marketing you are agreeing to the following terms and conditions. If there is any term or condition that prevents you from dealing with us, we will look at it and, if reasonable, will confirm in writing its exclusion as part of our agreement.

The following terms and conditions apply to all marketing, consultancy, design, print, advertising, PR, events, websites, website hosting, digital advertising and other services, social media and any other associated services offered by The MindWorks Marketing Company Limited at 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT, hereafter called ‘MindWorks’.

Contract Commencement

Any contract between MindWorks and the client shall consist of the quotation with its specifications and these terms and conditions. It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange, making it clear that the work specified is required to be carried out, shall constitute commencement of the contract.

MindWorks cannot always guarantee to start work immediately but will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and MindWorks will do its best to adhere to this but cannot guarantee to do so in the light of circumstances outside its control. Where a time scale has been agreed, MindWorks will not be responsible for any consequential losses to the client if the deadline is not met.

Design Process

The design process will usually commence with up to three different routes each showing concepts for the work. Concepts will not usually have final text and pictures in and will normally be supplied as a digital file such as a pdf. When a route has been agreed then the next stage will be visuals. These will usually be supplied with approximate text and either actual or example pictures in place and again be shared with the client electronically. When the visuals are agreed, a final proof will be supplied. It is not expected that any corrections will be made at this stage – it is the final check. When this is agreed to be correct then print-ready or final digital artwork will be prepared. MindWorks retains the right to place a discreet reference on the finished publication. This reference also allows retrieval of artwork from archive should it be required at a later date.

Any concepts or ideas supplied by MindWorks will remain the property of MindWorks until paid for in full. MindWorks retains the right to use design work created as testimonial or reference material and to display as examples of their work.

Amendments

It is expected that the client will check text and pictures very carefully at the visual stage and supply all amends and corrections in a collated format. MindWorks will supply a second visual for checking with all the highlighted amends made. If any amends that were highlighted by the client have not been corrected, then MindWorks will correct them at no charge. If new amends are supplied by the client, after the second visual, then MindWorks reserves the right to charge. If the project is deemed to have changed in scope by the addition of new goals, new audiences, major design decisions or changes after the concept sign-off, then this contract is deemed void and a new or modified contract, project scope and cost estimate will be drafted and needs to be agreed upon before the project continues.

Print

MindWorks has a comprehensive checking and proofing process and will make every effort to ensure the accuracy of all artwork sent to print. However, it is the client’s responsibility to check the final proof thoroughly, the final spelling and grammatical accuracy remains the responsibility of the client. It should be noted that finished colours may vary slightly according to print process and materials. The print process includes a final printers’ proof which MindWorks will handle, if a client is undertaking print management themselves MindWorks cannot be held responsible for the final printed article. In such circumstances, MindWorks can check the printers’ proof for a management fee.

Advertising

MindWorks provides a full media planning, negotiating and booking service for digital, broadcast and all print-based media. MindWorks will track any advertising and check voucher copies for reproduction quality, publication date and position. Payment for advertising space becomes due as soon as it is booked irrespective of publication date. Unless by prior arrangement, MindWorks will retain any agency commission usually 10-15%.

PR

All news releases handled by MindWorks will follow the MindWorks sign off process in checking for accuracy. It is the client’s responsibility to check final copy thoroughly, the final spelling and grammatical accuracy remain the responsibility of the client. News releases will be sent to the agreed targeted media by email or HTML email. Hard copies will also be sent where appropriate. Every effort will be made to encourage the release to be used via email and telephone follow ups, however, the media do not give any guarantee as to whether a release will make it into print or be broadcast. The success of free editorial is dependent on the newsworthiness of the story or feature. MindWorks cannot be held responsible for any editorial changes made by the publication.

Media Monitoring

MindWorks’ media monitoring is as comprehensive as possible, however, it is not guaranteed to cover all publications or printed articles. For social media MindWorks use a software-based aggregator. It is not possible to guarantee all online client mentions are recorded, although every effort will be made to do so.

Events

MindWorks can provide full event management, support and service including preparation, negotiation and the supply of entertainment and other services from third party subcontractors.

MindWorks will undertake to work to all health and safety requirements and will prepare all necessary risk assessments. Where applicable, MindWorks will also ensure the appropriate insurance and risk assessments are in place for any subcontractors. MindWorks shall not be liable for any matter beyond its reasonable control which results in the event being altered or cancelled or MindWorks being unable to provide the services including, without limitation, individuals deciding not to attend, weather conditions, acts of God, governmental actions, national emergency, acts of terrorism, industrial dispute, riot or civil commotion. All payments to MindWorks will remain payable irrespective of the above.

MindWorks can offer advice, guidance and supervision to client staff working at an event, including staff subcontracted by the client, but cannot be held responsible for their actions or conduct.

Consultancy

All consultancy advice is given based on the known facts available at the time and by its nature, is subjective and therefore MindWorks cannot guarantee that any of those ideas and suggestions will be successful. Ideas that are put forward can be actioned as the client feels appropriate, however, it is up to the client to decide to follow the ideas and suggestions and any such actions are the responsibility of the client.

Any advice given in respect of business improvement, sales, software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by MindWorks or by a third party, whether introduced by MindWorks directly or indirectly is accepted by the client as an opinion and as such it is agreed that prior to acting on any of the aforementioned, the client will first obtain professional advice where necessary. The client further agrees to indemnify MindWorks of all liability with regard to any decision or action performed by the client that may or may not be a direct or indirect result of any contact or dealing with us.

Website Terms and Conditions

Supply of Website Content by the Client

Any text content supplied by clients should be in TXT, RTF or DOC format, or in an email body. The client is responsible for factual correctness, grammar and spelling of supplied content. If adjustments to the text are needed for design reasons or other, MindWorks will notify the client, or request optional content. Images, video and audio files provided by the client should be as high a quality as is available.

Website Design

Once the design, website and/or other services meet the terms of the quotation with its specifications, any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement the time and costs involved in making such changes will be charged to the client.

Website Bedding In

Once a website has been made live, a period of one month ‘bedding in’ will be requested by MindWorks. During this period, MindWorks will fix minor problems with the website within one to 10 working days (depending on severity) within the initial project cost. Minor changes that aren't obstructing website use will be made on negotiation of a fee. After the ‘bedding in’ period, any further minor bugs will be chargeable by MindWorks.

Ongoing Website Maintenance

Where MindWorks undertakes to maintain or update a client’s website, a system of communication will be established that meets the needs of both the client and of MindWorks to carry out the maintenance to an agreed service level. Payment for maintenance is usually by monthly fees paid in advance and is reviewed and renewable annually. Where the client cancels a maintenance contract with less than one month’s notice, there will be a charge of three months’ fees.

Website Browser Testing

MindWorks makes every effort to design website pages to current website standards and thus to display well in the most popular current browsers but cannot accept responsibility for pages that do not display acceptably in later versions of non-web standard browsers. One version of the website will be created that will display well in all web-standard browsers and at all usual display resolutions.

All MindWorks websites are programmed and tested to be fully functional with the current top-tier browsers to work across desktop, tablet and mobile. The applicable browsers will be specified within the quote.

Any future changes or upgrades to browsers/platforms that may result in formatting or functionality changes to the website are not automatically the responsibility of MindWorks to spot or to fix, but MindWorks is happy to negotiate any required changes, once notified.

Website Screen Size and Software Compatibility

MindWorks makes reasonable attempts to test designs on hardware, operating software and software that the target audience would use at the time of design. However, they cannot test every scenario and can only attempt to adjust work when they are notified of a problem, either replicating or observing it.

Website Design Standards, Accessibility

Wherever possible, websites are created and tested to WC3 standards for interoperability, security, privacy, accessibility and internationalisation. Specifically, MindWorks aims to achieve 90% percentile Level AA compliance within the WC3 Web Content Accessibility Guidelines (WCAG) 2.1 on all websites we deliver. Higher levels of compliance are possible but often result in design and/or functional compromise.

Website Cookies

MindWorks does use cookies in their websites for the functionality of the website and Google Analytics, the majority of which expire at the end of the session. MindWorks does not use cookies to examine surfing behaviour before or after leaving a website, pass cookie information to third parties or use them in a way that would compromise a website visitor’s privacy.

Website Copyright

Background programming, databases, CGI assets or JavaScript produced by MindWorks remain the intellectual property of MindWorks unless otherwise expressly agreed in writing. Copyright of any background programming, databases, CGI assets or JavaScript remain the property of MindWorks for the duration of the website’s existence and shall not be assigned, modified or reused without the express written permission of MindWorks. No portion of the coding can be copied, duplicated or redistributed in any form - electronic or otherwise - unless a licensing agreement has been reached.

Content of websites including design style, HTML/CSS/JS templates, images, videos, text and any functionality built strictly for the client is entirely under the ownership of the client after the full invoice has been paid.

If a website is taken on by a different agency in the future, MindWorks can be contracted to provide the new agency with all content and original source material used for the website. MindWorks reserves the right not to provide CMS code for the website, instead providing a ‘flat’ version of the website, a snapshot of the site on an agreed day.

MindWorks retains the Intellectual Property Rights in the source code. If the client wishes to move the website to another provider, clients have the right to use and/or modify the source code for their use only. Clients DO NOT have the right to sell or rent the source code to another party. Further to this, MindWorks does not take any responsibility for the functionality of the website following client modifications to the source code. MindWorks reserves the right to update the coding used in any MindWorks website at any time.

Website Testimonial, Reference and Links

MindWorks retains the right to use websites created as testimonial or reference material and to display graphics and other website design element as examples of their work.

MindWorks also retains the right to link from the finished client website homepage to the MindWorks’ website.

Website Reliability (not related to hosting)

MindWorks is not responsible for any changes made by the client, that may affect the functionality, speed, reliability or design of a website, whether hosted by MindWorks or otherwise. If a problem should occur and, if contracted to, MindWorks will attempt to help rectify any problems.

If the website has a bug or problem that is hindering the core use of the website MindWorks will deliver a fix within one business day from notification of the problem. This applies outside of the ‘bedding in’ period. If the website has a bug that is not hindering its use, it will be scheduled into MindWorks’ workflow as soon as possible, and be made without cost during the ‘bedding in’ period, or at a cost outside of that period.

Website Uptime

MindWorks uses its best endeavours to ensure the website and other services remain functional at all times. However, MindWorks cannot guarantee or warrant that the functions and content of the website or other services will be uninterrupted or error free. If a client suspects or finds a bug in their website, MindWorks requests that they inform them as quickly as possible to enable them to investigate and react accordingly. Any problems will be dealt with as speedily as is appropriate to the content and function of the website and may be chargeable.

Website Application Security

MindWorks makes all attempts to ensure their websites are secure. If a website is compromised, with the service interrupted, website altered or data stolen, MindWorks will notify the client as soon as possible, followed by an immediate attempt to get the website back to its previous state. MindWorks’ website security aims to be as up to date as possible, however, MindWorks cannot be held responsible for loss or damage caused by sustained malicious attack.

Website Search Engine Optimisation (SEO)

Work based on keyword popularity analysis, search engine optimisation, based specifically around the client and its competition can be arranged but is not part of the contract, unless specifically included in the quotation. Any subsequent amendments to the website as a result of professional analysis may be charged to the client. MindWorks can accept no responsibility or liability if any search engine, online directory or search site chooses not to list a client’s website.

MindWorks undertakes to ensure that basic SEO work is undertaken on the site before launch, including adding page window titles and naming of embedded graphics which will be done during the programming process.

Website Domain Names

MindWorks carries out each project with the understanding that either MindWorks, or the client, has full ownership and control of the proposed domain name for the website and is able to request the re-direction of website traffic to a new server if required. Where the client requests MindWorks to research and register a domain name, the domain name will always be the property of and in the control of the client. If, for whatever reason, this is not possible then the client will be informed. All fees and costs incurred will be payable by the client.

Domain name renewal is the responsibility of the registered domain name holder. If this is MindWorks, the client will be given the opportunity to renew and will be advised of when renewal is taking place and any costs involved. MindWorks cannot be held responsible for domain renewals where they are not the registered owners, but will assist where possible to renew if required.

Email

MindWorks carries out each project with the understanding that it does not cover any email services that the client is currently using and that the client has a continuous email service plan during the launch of the website. This also applies to any other internet service related to the same domain as the website project.

Website Hosting Services

MindWorks will implement the hosting for the website on or before the agreed implementation date. Within five business days, following the implementation date, or if later, the actual date of implementation of the hosting of the website, MindWorks requests that the website hosting is comprehensively tested by the customer eg. that the site speed and functionality is as expected.

MindWorks may suspend some or all of the hosting services in order to carry out scheduled (or emergency) maintenance or repairs. Subject to this, MindWorks will endeavour to maintain the website availability level specified at 99%.

MindWorks will make available, on business days between the hours of 9.00am and 5.00pm, a telephone and/or email helpdesk facility for the purpose of providing support. MindWorks will use reasonable endeavours to respond to requests for support within three days.

MindWorks attempts to offer 99% reliability for their website hosting capabilities. Significant loss in website hosting capabilities will result in MindWorks offering free hosting for a period of time, to be negotiated.

If the client uploads content that slows down the website server or radically increases its bandwidth usage, e.g. uploading large images, PDF downloads or video content, MindWorks may remove or withhold the content until they are able to discuss the best way to proceed with the client.

If a client expects a large audience to visit their website in a short time frame the client is required to give MindWorks reasonable notice, so that they can attempt to provide a continuous service while the traffic to the server is high.

Website Server Security

MindWorks takes responsibility for maintaining the security of the hosting server. If the client's website is compromised and altered in any way, MindWorks will notify the client as soon as possible, after which any repairs will be started immediately and the client will be notified on completion, with notes of further measures to prevent any future occurrence of the same problem.

The client takes responsibility for virus checking all files they upload to the website and the legality/copyright of any text, images, video or audio uploaded to comply with UK law.

Website Server Back-up (MindWorks hosting only)

MindWorks' hosting service provider has a daily back-up of the website. If there is a problem in hosting that cannot be resolved, MindWorks will use this back-up to try and re-establish service within one working day to the state it was the day previous to the outage. Should the client require a back-up older than a day old, MindWorks will investigate all possibilities of providing it, but cannot guarantee a success. Should the back-up available be incomplete or have other problems, MindWorks will make all attempts to re-establish service to as recent a state as possible.

Website Unforeseen and Additional Costs and Expenses

Additional costs incurred in the provision of stock photography, electronic commerce software, online transaction processing solutions, domain name registration, website space or internet connection provided by third parties are non-refundable.

Payment for websites, hosting or domain services

Payment is required in full before the transfer of ownership is made to the client of website/s, any related intellectual property and/or contents that were created by MindWorks or any agent working on our behalf. Should any amounts owing to MindWorks fall overdue and reside outside of our agreed terms, MindWorks reserve the right to withdraw or remove website/s and/or any related content from the public domain without notice.

Works that will take more than 30 days to complete may require a pre-payment, typically in the region of 25%, before works will commence. Delays due to the late payment of these amounts are not the responsibility of MindWorks.

Termination of website, hosting or domain services

The client may request the termination of website, hosting, or domain services by providing 60 days written notice to MindWorks. Such notice shall be effective upon receipt.

MindWorks reserves the right to terminate website, hosting, or domain services in the following circumstances:

Non-payment of fees or charges as per the terms outlined in this agreement.
Breach of any material terms or conditions of this agreement by the client.
Violation of applicable laws or regulations by the client.
Any other reasonable grounds as determined by the Agency.

In the event of termination by MindWorks, the client shall be responsible for any outstanding fees, charges, or penalties as outlined in this agreement. Where domain or hosting fees are paid in advance these are non-refundable.

Upon termination of website, hosting, or domain services, MindWorks shall offer to provide the client with reasonable assistance and guidance for migrating or transferring their website, hosting, or domain to a new provider, subject to any outstanding payments due to the Agency.

MindWorks shall not be liable for any loss of data, content, or functionality resulting from the termination of services, and the client is encouraged to maintain backups of their data.

Termination of website, hosting, or domain services shall not affect any other provisions of this agreement that are intended to survive termination, including but not limited to confidentiality, ownership of intellectual property, and limitation of liability.

General Terms and Conditions

Copyright

All material, both text and images, supplied by the client and used in the construction of the client’s project, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws. The client shall indemnify MindWorks against all and any claims arising from the use of materials of any sort provided by the client or obtained under the direction of the client from third parties such as graphic designers.

The copyright for all material provided by MindWorks, such as HTML code, graphics, photographs and text, will remain the property of MindWorks until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and MindWorks. This allows either party expeditiously to pursue any copyright infringement. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of MindWorks shall only be assigned if done so expressly and in writing to the client.

Data Protection

Where any services provided by MindWorks involve the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts, GDPR and related regulations.

MindWorks can arrange the required notification and the current fee for notification, time and costs will be payable by the client. The client shall indemnify MindWorks against any actions, costs and liabilities arising from the use in good faith by MindWorks of personal data provided by the client or through the client’s website or promotional material.

With regards to e-commerce functionality, the client must ensure that suitable arrangements are in place to maximise security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates, encryption etc and may require the provision of secure server facilities and/or the use of a credit card clearing service.

Where a service is provided relating to e-commerce whereby visitors to the client’s website can order goods or services through the website, whether through direct or indirect payment the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts, GDPR and related regulations.

The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated and will hold harmless, protect, and defend MindWorks and its subcontractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.

Ethical Issues

We reserve the right to refuse to provide services for a company or associated services that does not accord with our ethical principles or that we judge to be unfit due to content or otherwise. This includes, but is not limited by, companies or sites containing or promoting adult-oriented material such as pornography, companies or sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and companies or sites which infringe copyright or are contrary to UK or other relevant national or local laws or regulations.

Sub-Contracting

If necessary, MindWorks reserves the right, and the client hereby agrees, to allow the use of sub-contractors or agents to work on any project.

Consequential Losses

If for any reason whatsoever MindWorks is unable to provide an agreed product or service in accordance with these terms and conditions, liability shall be limited in its entirety to a proportional refund of any fees paid by the client for the service or product. The entire risk as to the quality and performance of a website or other services is with the client. In no event will MindWorks be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by acts of God, the hosting service or any other circumstances beyond the control of MindWorks, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, the client or client’s site visitors’ computer or internet software, even if MindWorks has been advised of the possibility of such damages.

Limitations and Exclusions of Liability

MindWorks will not be liable for the following:

loss of profits, income, revenue, use, production or anticipated savings
loss of business, contracts or commercial opportunities
loss of or damage to goodwill or reputation
any loss or corruption of any data, database or software
any special, indirect or consequential loss or damage
any losses arising out of a Force Majeure event

Quotations and Tenders

Quotations and tenders are valid for 30 days from the date on the tender or quotation. All prices quoted may be subject to change after this period.

Right to Assign

Any contract is personal to the client and may not be assigned without MindWorks’ prior express written consent. Any transfer of ownership of websites, that are part of a transfer of ownership of a business, will be subject to a new contract with MindWorks.

Communication

MindWorks’ preferred method of communication is by email. Invoices and quotes sent by email shall form a legal document just as if sent by traditional post. The design process will be undertaken by telephone and video conferencing, sample internet design publication on MindWorks’ server, file design submission by email, presented face to face or any other method as appropriate to the client’s particular circumstances.

Cancellation and Termination

MindWorks may, by written notice, terminate any contract immediately upon the happening of any of the following events:

a client’s failure to pay any invoice that has become due
a material breach has been committed of any of the terms of the contract
a voluntary arrangement or composition with creditors or reconstruction of debts or directors make a declaration of solvency for the purpose of a member’s voluntary winding up, or if notice is given of a creditor’s meeting in connection with a creditor’s winding up, or if a special resolution is passed to be wound up by the court, or if an administrative or other receiver is appointed, or if the court makes an administration order or order that the client be wound up by the court, or if the client ceases to carry on business or is unable to pay outstanding debts within the meaning of the Insolvency Act 1986 Section 123.

Should MindWorks decide to terminate a contract immediately upon the occurrence of one of the above circumstances, MindWorks reserves the right to exercise any other rights against the client, to remove from the internet any website or other service displayed on a client’s behalf and will not refund any monies paid by the client. If at any point during the development a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost.

In the event that MindWorks terminates a contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.

Payment

Terms are strictly 28 days from invoice date unless otherwise agreed. Whilst any payment due under the contract remains outstanding, MindWorks shall be entitled at its sole and absolute discretion, to withhold provision of any goods or services it would otherwise be obliged to provide under the contract. MindWorks accepts payment by electronic bank transfer, credit card or cash within the time scales as above.

All charges are stated exclusive of VAT, unless the context requires otherwise.

Payment may be made in Euros provided this has been agreed in advance and a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due.

Any payment returned by the bank or credit card company will incur a £10 administration charge in addition to any charges made by the bank. This will be invoiced and will be added to the total outstanding debt owed by the customer. In accordance with the Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of eight per cent above the Bank of England base rate as applicable on the previous 31 December or 30 June whichever is the most recent. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.

If for any reason whatsoever MindWorks is unable to provide an agreed product or service in accordance with these terms and conditions liability shall be limited, in its entirety, to a proportional refund of any fees paid for the service or product.

Waiver and Interpretation

These terms and conditions shall prevail over all terms and conditions of customary practice or any previous course of dealing between MindWorks and the client. Any variation to these terms and conditions shall be inapplicable unless agreed before commencement of any work on a client’s behalf. Work, services or products are only supplied in strict accordance with these terms and conditions.

The provision of work, services or products by MindWorks is only undertaken on the understanding that these terms and conditions have been read and accepted in full. By agreeing to these terms and conditions statutory rights are not affected. Contracts shall be subject to English Law. In the event that MindWorks is not entitled to rely on a term or terms in this contract, then MindWorks may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.

No terms or conditions endorsed upon, delivered with or contained in the client’s purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract. The client must ensure that the terms of its order and any applicable specification are complete and accurate.

Confidentiality

In connection with the contract, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information (confidential information) of the other party. Confidential information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, images and film, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and a party’s contemplated plans, strategies and prospects. Each party acknowledges and agrees that any confidential information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this contract or as may be required by law.

Notice

Any notice, approval, request, authorisation, direction or other communication in connection with a contract must be made to MindWorks, by email to [email protected] or by post to MindWorks Marketing, 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT. All notice to client by MindWorks shall be deemed to have been delivered and given for all purposes if sent to the email address provided by the client on the client order, unless a different email address is provided in writing to MindWorks.

Relationship of the Parties

The relationship of the parties to a contact is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.

Force Majeure

MindWorks shall not be deemed in default of contract to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, pandemic or any other cause beyond the reasonable control of such party; provided that the party whose performance is affected by any such event gives the other party written notice thereof within five business days of such event or occurrence.

Miscellaneous

In the event that any provision of the contract or the client conflicts with the law under which this contract is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of the contract shall remain in full force and effect.

These terms and conditions may be modified by MindWorks at any time by publication through its website (mindworks.co.uk) or by sending each client an email to the address listed on the client order, except that such changes shall not affect contracts that have already commenced.

These terms and conditions and the client order may be executed in counterparts, each of which shall be deemed an original and both of which when taken together shall be deemed to constitute the same instrument.

COVID-19

Whilst every effort will be made to fulfil the deliverables outlined in our quotations should projects be cancelled/amended after approval to proceed, as a result of COVID-19, any time and/or costs which we have committed to and which cannot be recovered will still be chargeable. We cannot be held liable for any costs incurred as a result of a delay to delivery which may occur as a result of COVID-19. If you have any concerns, please make these known to us and we will do our utmost to find solutions.

Thank you for taking the time to read MindWorks’ terms and conditions. We look forward to working with you.

SUPPLIER TERMS & CONDITIONS

Revised 6th November 2023

EXTERNAL COMMUNICATIONS: PROTOCOL AND GUIDELINES

The use of MindWorks’, and its client’s, company and brand name for external suppliers may, on occasion, be permitted for external communication provided they are used in association with the work done and reference MindWorks Marketing.

All proposed text, images, company logos, moving pictures, registered trademarks and reference to our clients must first be approved.
Approval constitutes written authorisation by MindWorks prior to any broadcast or release.
It is not permitted to contact any of MindWorks’ clients directly to seek such permission – all enquiries should be directed to a MindWorks’ Director at MindWorks in the first instance.
Any communication and accompanying images must focus on the third party supplier’s service or product provided and reference MindWorks.
MindWorks employees and/or client contacts must not be cited without specific permission.
There must be no suggestion that the third party supplier, its products or services are in any way endorsed or recommended by MindWorks’ clients.
Confidential information relevant to MindWorks’ clients’ competitors must not be disclosed or published.
Product related innovations, competitive edges and unique selling propositions must not be communicated by the supplier or its suppliers.
Statements by a third party supplier on MindWorks, or its clients’ core activities, are not permitted.
Information relating to any new products must be held back for at least three (3) months after official launch (note that longer periods may be required).
In some cases, MindWorks’ client’s names and/or product names must not appear in the headline.
To request permission to showcase a project MindWorks has worked on with the supplier (referring to MindWorks as one of its client’s and brand names), please contact in writing (enclosing all text, images etc and detailing the use/audiences).

Caroline Crick, Office Manager [email protected]

Background

The following conditions apply to all goods and services supplied to The MindWorks Marketing Company Limited at 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT, hereafter called MindWorks.

The MindWorks Marketing Company Limited (hereon referred to as MindWorks) would rather operate without the need for defined terms and conditions but unfortunately we have no choice so we have tried to keep them as easy to read and informative of how we work as possible.

By supplying goods and services to MindWorks, the supplier agrees to the following terms and conditions. If there is any term or condition that prevents the supplier from dealing with MindWorks, MindWorks will look at it and, if reasonable, will confirm in writing its exclusion as part of our agreement. Additional specifications and terms and conditions relating to the specific project the supplier is working on may be detailed in the purchase order or separate communications. By accepting MindWorks’ purchase order, it is deemed that the supplier agrees to these specifications and additional terms and conditions.

Contract Commencement

Any contract between MindWorks and the supplier shall consist of the purchase order with its specifications and these terms and conditions. It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange, making it clear that the work specified is required to be carried out, shall constitute commencement of the contract.

MindWorks understands work cannot always commence immediately but the supplier agrees to a date with MindWorks when the work can commence and agree to deliver according to the timeframes specified in the purchase order and/or other communications. Where a timescale has been agreed, the supplier is responsible for any consequential losses to MindWorks and its client where the deadline is not met.

The supplier will complete services within the timescale set out and if there is no set timescale, within reasonable time. If the supplier is unable for any reason, which includes the novel coronavirus COVID-19 and its effects, to perform the services then the supplier shall inform MindWorks within one (1) hour of the first occurrence of such inability or incapacity.

When carrying out any services, the supplier will act in good faith and in a professional, fair and courteous manner towards MindWorks and its clients and any other third parties.

Deliveries

Unless otherwise specified deliveries will always be to MindWorks offices prior to onward delivery to client. MindWorks will always wish to quality check items before delivery to clients. All deliveries should be in plain packaging wherever possible with plain white labels detailing the contents. File copies (5 off) should be delivered in a separate envelope where possible.

Intellectual Property Rights

The supplier agrees not to use any MindWorks’ or client materials for any purpose other than for the performance of its obligations under this agreement. Any concepts, visuals, ideas, presentations or other materials supplied by MindWorks remain the property of MindWorks. If the supplier has been provided with access to a MindWorks computer (e.g. to undertake work in the MindWorks office), all material must remain on the computer and can not be shared electronically without express written permission. This includes and is not limited to cloud, social media, email, USB memory stick or other electronic or printed means. Sharing or copying data from a MindWorks computer will constitute breach of this agreement and/or theft. The supplier acknowledges that work completed is for the express benefit of MindWorks and its clients and cannot be resold or repurposed for the benefit of other clients. All work relating to this agreement remains the property of MindWorks.

Non Disclosure Agreements (NDA)

MindWorks often works with confidential client information. In cases where the supplier is made party to this information they will be expected to sign an NDA prior to commencement of any work.

Trademarks

Nothing contained in this agreement shall be constructed as conferring any right for the supplier to use in advertising, publication or otherwise, any Trademark or derivative hereof. Handling of Confidential Information

The supplier agrees to protect Confidential Information of MindWorks or MindWorks’ clients from disclosure to anyone other than essential employees and sub contractors associated with the project. Each party will agree to protect such Confidential Information and ensure all data is stored in accordance with UK data protection law. All information is deemed confidential and the supplier shall promptly notify MindWorks of any potential breach of this agreement.

Data Protection

Your attention is drawn to the GDPR, Data Protection Act 1998 and to Directive 95/46/EC of the European Parliament and any regulations implementing to the same (all referenced to Data Protection). The supplier maintains and complies for the duration of this project and following, all obligations relating to Data Protection law. The supplier shall promptly notify MindWorks of any breach or potential breach to Data Protection.

Environment

While performing the services to MindWorks the supplier shall use the necessary resources efficiently and shall reduce environmental impact where possible.

Disposal of Materials

After completion of the project, all materials should be disposed of securely (i.e. shredded) and in an environmentally sensitive manner. The supplier agrees to provide MindWorks with at least one (1) months’ written notice before disposing of any materials and make available any materials prior to disposal.

Client and Personnel Liaison

The supplier undertakes, during the term of the project and also for a period of thirty six (36) months thereafter, not to acquire clients or personnel from MindWorks unless otherwise agreed in writing. The supplier agrees to furthermore ensure this undertaking is honoured and complied with by companies and parties associated with the supplier’s organization.

Furthermore, the supplier agrees not to contact any MindWorks’ client directly to discuss any ideas, costs, terms or timings relating to this project or any other project without prior agreement from MindWorks. A MindWorks’ employee should always be in attendance where discussions relating to this project are made. Any idea outside this project which may potentially benefit MindWorks, its client or the supplier will be deemed property of MindWorks. In the avoidance of any doubt, there will be no intention or obligation to contract the supplier for any additional work, even where additional work may result from discussions and ideas the supplier may have put forward speculatively.

Competing Operations

The supplier undertakes, during the term of the project and also for a period of thirty six (36) months thereafter, not to utilise Business Secrets, directly or indirectly, in order to compete with MindWorks. The supplier agrees to furthermore ensure this undertaking is honoured and complied with by companies and parties associated with the supplier’s organization.

Anti-bribery and Anti-corruption

The supplier shall have in place and maintain its own anti-bribery and anti-corruption policies to prevent bribery and corruption throughout your business and shall observe policies in particular within the business relationship with MindWorks. Without limitation the supplier and its personnel shall not induce or reward MindWorks employees directly, bribe or offer, promise, give or request, agree, accept or receive a bribe or any undue financial or other advantage of any kind or allow such to be offered, promised, given, requested, agreed, accepted or received on its or MindWorks’ behalf in connection with negotiations and performance of this project or any future work.

Communication

MindWorks’ preferred method of communication is by email. Invoices and quotes sent by email shall form a legal document just as if sent by traditional post. While MindWorks takes reasonable precautions to ensure all electronic communications are free from viruses, MindWorks does not accept liability for any damage or loss by electronic viruses. Information sent electronically is confidential and for the sole use of the addressee. If the supplier receives an electronic communication in error, please let MindWorks know and delete the communication. Images and other content may be Copyright to MindWorks and others.

Advertising

Unless by prior arrangement, the supplier agrees to provide an agency commission of at least 20% for advertising space. A voucher copy will be provided with invoice.

Additional Services

Additional services not covered in the scope of this purchase order will be quoted for and agreed in advance.

Payments and Invoices

MindWorks shall pay the charges invoiced by the supplier in accordance with the charging and invoice provisions set out. For the avoidance of any doubt, invoices which are not submitted to MindWorks within six (6) months of the receipt of services shall not be considered or due and payable. MindWorks shall pay the amount due within thirty (30) days from the first day of the following month in which the invoice is received. The supplier will submit invoices by post to Accounts Payable, The MindWorks Marketing Company, 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT or by email to [email protected]. The supplier will ensure all invoices are valid for VAT purposes and a valid purchase order number is provided. Failure to do so may result in the invoice being rejected and/or payment being delayed.

Equality and Social Responsibility

It is paramount that the supplier’s corporate activities take account of the social responsibility to its employees and society as a whole. The supplier will comply with obligations under the Equality Act 2010 and shall procure that personnel, MindWorks’ agents, representatives and/or subcontractors shall comply with their respective obligations under the Act without limitation. The supplier shall comply with the Directives of the UN Initiative Global Compact (Davos, 01/99) and the principles of the rights set out and approved by the International Labour Organisation (ILO) in its “Declaration on fundamental principles and rights to work” (Geneva 06/08).

Dress Code

The supplier will ensure that all personnel visiting MindWorks offices or its clients are properly and presentably dressed at all times. This includes wearing appropriate clothing for the purposes of Health & Safety (e.g. PPE clothing) where necessary.

Health & Safety

The supplier agrees to undertake all work to all health and safety requirements and will prepare all necessary risk assessments. Where applicable, the supplier will also ensure the appropriate insurance and risk assessments are in place for any subcontractors or third party suppliers.

The supplier agrees to have the following insurances in place: i) Employer’s liability insurance in accordance with the supplier’s statutory obligations and covering all personnel; ii) General public and product liability insurance with a bodily injury and property damage limit of not less than £5m (British pounds Sterling) per occurrence; and iii) Wherever the services are of a professional nature, professional indemnity insurance of not less than £5m (British pounds Sterling) per occurrence or series of occurrences arising from the same event.

Such insurances shall be maintained for both the duration of this project and for a period of five (5) years following completion or other termination of this agreement. The supplier remains responsible for the actions and conduct of its staff and organisations subcontracted by the supplier. All personnel and suppliers will comply with reasonable security and safety requirements pertaining to MindWorks and its clients.

Third Party Services

The supplier agrees to obtain the most competitive prices when procuring third party services, obtaining more than one quote for a particular supply and discuss these with MindWorks before placing the order. In all cases, the supplier should check with MindWorks as to the status of its own supplier list and use MindWorks’ contracted suppliers where applicable. Any costs for third party goods and services should be passed on at cost without any mark-up.

The supplier agrees to credit MindWorks with any supplier discounts, rebates or retrospective credits or other such payments received by the supplier relating to the purchase of third party services.

Notification and Termination of Agreement

The supplier agrees to notify MindWorks immediately in the event of i) The ownership or control of the business changing; ii) the supplier or any of its staff being found guilty of fraud, dishonesty or other serious misconduct; iii) circumstances which may result in the supplier becoming bankrupt and/or insolvent and/or potentially no longer able to fulfill the project; or iv) any breach to the terms and conditions specified. In such event MindWorks may (without prejudice to any other right or remedy) terminate this agreement. Upon termination of this agreement, MindWorks shall without prejudice to any other rights of the supplier, have the right to recover from the supplier any additional cost of having the goods or services completed by another supplier of a similar standard.

Upon termination of this agreement the supplier shall: i) Offer such assistance and cooperation to ensure the smooth handover of services to MindWorks and or its appointed replacement supplier; ii) Undertake at no additional cost to MindWorks, preserve all documents and systems and shall continue to diligently perform all duties and responsibilities, hereunder, provide access, assistance, information and consultation to MindWorks to deliver to MindWorks all property owned by MindWorks and all confidential information, documents and copies thereof in the possession, power, custody or control of MindWorks and; iii) Remove any reference to MindWorks and its clients from the supplier’s website and other promotional materials. These shall not refer to the supplier’s relationship with MindWorks or its clients in any form whatsoever.

Any termination of this Agreement, however occasioned, shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.

Waiver and Interpretation

These terms and conditions shall prevail over all terms and conditions of customary practice or any previous course of dealing between MindWorks and the supplier. Any variation to these terms and conditions shall be inapplicable unless agreed before commencement of any work on MindWorks’ behalf. Work, services or products are only supplied in strict accordance with these terms and conditions.

The provision of work, services or products by the supplier is only undertaken on the understanding that these terms and conditions have been read and accepted in full. By agreeing to these terms and conditions statutory rights are not affected. Contracts shall be subject to English Law. In the event that the supplier is not entitled to rely on a term or terms in this contract, then MindWorks may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.

No terms or conditions endorsed upon, delivered with or contained in the client’s purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract. The supplier must ensure that the terms of its order and any applicable specification are complete and accurate.

Notice

Any notice, approval, request, authorisation, direction or other communication in connection with a contract must be made to MindWorks, by email to [email protected] or by post to MindWorks Marketing, 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT.

Force Majeure

Neither party shall be deemed in default of a contract to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided that the party whose performance is affected by any such event gives the other party written notice thereof within ten (10) business days of such event or occurrence.

Website Use Terms & Conditions

Published: 8th March 2023

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy and Cookie Policy govern MindWorks’ relationship with you in relation to this website.

Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website. If you do not agree to be bound by these terms and conditions, you should stop using the website immediately.

The MindWorks Marketing Company Ltd is registered in England at 9 The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT No. 3620464. The term MindWorks or ‘us’ or ‘we’ refers to the owner of the website. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice. Content means any text, graphics, images, audio, video, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this website. Such content is protected by copyright, trademarks, database rights and other intellectual property rights.
This website uses cookies to monitor browsing preferences, see our Privacy and Cookie Policy.
While we endeavour to keep the information on our website up to date and correct, neither we nor any third parties provide any warranty or guarantee as to the accuracy, reliability, timeliness, performance, completeness or suitability of the information and materials found or offered on our website for any particular purpose. You acknowledge that such information and materials contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors and any reliance you place on such information is therefore strictly at your own risk.
It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website and its content are copyright of MindWorks containing content which is owned or licensed to us. You must not reproduce, modify, copy, distribute or use any content for commercial purposes or transmit or store it to any other website without prior written permission from MindWorks. This applies to both the visual content of the website and the source code.
All trademarks and images reproduced in this website that are not the property, or licensed to MindWorks, remain the property and trademark of the owner and should not be copied or reproduced without their permission.
Whilst we use reasonable endeavours to ensure that the website is secure and free of errors, viruses and other malware we give no warranty or guarantee in that regard and all users take responsibility for their own security, that of their personal data and their computers. We will not be liable for any loss or damage caused.
Any malicious activity or unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence. In the event of such a breach your right to use the website will cease immediately.
From time to time this website may also include links to other websites. These links are provided for convenience only to provide further information. We have no control over the nature, content and availability of those sites. The inclusion of links does not imply a recommendation or endorse the views expressed within them. We have no control over such linked websites or the content of them and cannot accept any responsibility for them.
Every effort is made to keep the website up and running smoothly. However, MindWorks takes no responsibility, and will not be liable for, any disruption or non-availability of the website. Access to the website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, for reasons beyond our control or any other reason we consider appropriate in the circumstances. We shall have no liability in respect of any such suspension.
MindWorks reserve the right to alter, suspend or discontinue any part (or the whole of) the website including, but not limited to, any products and/or services available. These terms and conditions will continue to apply to any modified version of the website unless it is expressly stated otherwise.
In no event will MindWorks be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
These terms and conditions may be amended by us from time to time. Such revised terms will apply to the website from the date of publication. You should check the terms and conditions regularly to ensure familiarity with the current version.
Your use of this website and any dispute arising out of such use of the website is governed by and construed with the laws of England, Northern Ireland, Scotland and Wales and subject to the jurisdiction of the English courts.

Contact details

If you would like to contact us about any aspect of our website please email us at [email protected]

Or you can write to us at:
MindWorks Marketing, 9/10 The Old Flour Mill, Emsworth, Hampshire PO10 7BT

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