Mindshop Online terms and conditions of use

Last Updated 27th April, 2018

DEFINITIONS
In this outline of Mindshop Online Terms and Conditions for Advisors and Users:

“Confidential Information” means all information disclosed (whether orally, in writing or in any other form) by Mindshop to the Advisor or User (or the Advisor or User’s Representative), or otherwise obtained or learned by the Advisor or User (or the Advisor or User’s Representative) in connection with providing access to Mindshop Online.

“Contribution(s)” means information that is provided by the Advisor or User in the course of discussions leading to Material to be published by Mindshop.

“Forum(s) and Work Group(s)” means workshops, tutorials, webinars or discussion forums set up by Mindshop for the benefit of its users

“Information” means any specifications, drawings, diagrams, models, samples, data, computer programs, concepts, ideas, know how, memoranda or documentation or other technical or business information in written, graphic or other tangible or electronic form furnished or disclosed by Mindshop or any affiliated party in the course of Meetings, Forums, Training or Work Group activities and/or as a result of the Advisor or User’s use of such Materials.

“Intellectual Property Rights” means all intellectual and industrial property rights, whether registered or unregistered, throughout the world including copyright (including future copyright), patents, trade-marks, designs, domain names, confidential information (and with respect to Mindshop, the Confidential Information), trade secrets, know-how and database rights, any similar rights, and includes the right to apply for such rights;

“Material” means standards, specifications, papers, guides, models, tools, reports, case studies, literature, educational or academia documents, programs, business plans and models, diagnostics, Apps, software and other materials and documents published by Mindshop.

“Permitted Use” means using Mindshop Material to train, support, guide team members or direct customers.

“Advisor” means the accountant, consultant, business advisor who is a paying member of Mindshop and who has a commercial arrangement with a user to deliver consulting, training or coaching services that may or may not utilise Mindshop Online.

“User” means the person who has been registered by their advisor to make use of Mindshop Online

“Mindshop Online” means the online education and learning platform provided exclusively to Mindshop members and their customers which provides them access to training, coaching, discussion forums, tools, resources, material and the ability to coach and train their customers

“Agreement” means this Agreement executed by the Advisor on behalf of the User to make use of the Mindshop Online platform. It confirms that the advisor by registering the user has communicated clearly the privacy policy and any other terms and conditions of use.

AGREEMENT
1. The terms and conditions applicable to this Agreement to access and use Mindshop Online comprise: (a) these Terms; (b) Mindshop Privacy Policy, as referred to at https://www.web.mindshop.com/privacy-policy/

TERM
2. This Agreement commences on the date of registration of an Advisor (as part of their overall membership application) or user to make use of Mindshop Online and continues for an indefinite period until such time as the agreement is terminated by an advisor requesting in writing (or in the case of a user via the online option) the deletion of a themselves or a user from Mindshop Online (see Termination terms for further details)

MINDSHOP’S OBLIGATIONS
3. During the Term:
(a) Mindshop will provide the Advisor and User access to the Mindshop Online platform for the purposes of coaching activities, training, accessing resource material and collaboration with peers;
(b) Mindshop will provide to the Advisor and User support via email where technical issues arise with using Mindshop Online.
(c) Mindshop will send to the Advisor and User regular e-mail communications automatically triggered from Mindshop Online because of a either a group post set by a coach, reply from a coach, discussion forum response, update emails highlighting metrics and new releases, course completion emails, automated overdue email or other forms of communication as developed over time. The purpose of these emails is to provide critical updates to an Advisor or User and link them back to that information on Mindshop Online. Note that emails sent that replate to an action post from a coach or a reply will show the detail of that response in the email sent and to reply an Advisor or User will click to return to Mindshop Online to reply. Some emails that act as a core function of the site cannot be turned off however there are options to turn off non-core emails via the Account Settings – Edit Notifications area.

PAYMENT
4. In consideration of Mindshop providing access to Mindshop Online, the Advisor agrees to pay to Mindshop:
(a) The monthly fee determined in their joining agreement signed when they became members of Mindshop. This is to be paid by direct debit on the first day of each calendar month during the Term
If an Advisor provides access to a User to Mindshop Online the Advisor agrees to pay:
(b) The monthly fee as outlined in the pricing guide available when signing on a new user to Mindshop Online. Mindshop will invoice an Advisor on the first of each month for any users operational for any duration during the previous month.

MATERIAL AND INFORMATION
5. The Advisor and User agrees and acknowledges that all Materials and Information accessed by them via Mindshop Online are the property of Mindshop. Advisors and Users are allowed to distribute a ‘small’ portion of the Mindshop materials to their team members and customers for permitted use. Advisors and Users are not permitted to make excessive amounts of the Mindshop materials available to all their team members or customers offline, outside of the Mindshop Online environment. For the avoidance of doubt, the permitted use does not include any use of Materials or Mindshop Online that could be construed as being in direct competition with Mindshop.
5.1 The Advisor and User covenants and undertakes that it will maintain the following obligations of confidentiality with respect to Confidential Information of Mindshop or Information and Materials provided by Mindshop, or disclosed through participation in Meetings, Forums, Training and Work Groups either online or offline:
(a) To maintain all Information and Materials in confidence, using the same degree of care the Advisor and User uses to protect their own proprietary information of like importance, but in no event less than a reasonable degree of care.
(b) that the obligations of confidentiality set out above remain in effect for the duration of the Agreement and for five (5) years subsequent to termination or the expiration of the Term.

REPRESENTATION AND WARRANTY
6. The Advisor and User acknowledges and agrees that:
(a) all materials and information provided by Mindshop are provided “as is”, and Mindshop makes no representation or warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.
(b) it is reasonable for Mindshop to exclude liability and for the Advisor or User to take measures, including insurance where appropriate, to mitigate or prevent any potential losses that may arise.
(c) if any third party makes or threatens to make any claim (or if, in the opinion of Mindshop such a claim is likely) that the use by the Advisor or User of any Materials or other Information provided by Mindshop infringes any intellectual property right of such third party, Mindshop may, at its option, either secure the Advisor or Users right to continue using the Materials, make the Materials non-infringing or withdraw the Materials on written notice whereupon the Advisor or User shall not be authorised to make any further use of the materials.
6.1 To the extent permitted by law, Mindshop’s liability under this Agreement is limited to, in the case of Materials, Information and Mindshop Online in Mindshop’s absolute discretion, to such sum of moneys actually paid by the Advisor or User during the Term of this Agreement.
6.2 Mindshop is not liable to the Advisor or User (whether in contract, tort, or otherwise) for any consequential, special, incidental or indirect loss or damage including loss of profit.
6.3 The Advisor or User indemnifies Mindshop and must keep Mindshop indemnified against all damages, losses, costs and expenses suffered by Mindshop arising out of any breach by the Advisor or User of this Agreement or arising out of use of Mindshop Online

TERMINATION
7. Mindshop may terminate this agreement and access to Mindshop Online at any time, if the Advisor or User is in breach of any provision of this Agreement and fails to remedy that breach within five (5) Business Days of receipt of a written notice from Mindshop identifying the breach and requiring it to be remedied.
7.1 Mindshop may also terminate this agreement, immediately, upon written notice, if the Advisor:
(a) fails to pay any of the Fees to Mindshop on or before the due dates;
(b) becomes bankrupt, or, are otherwise unable to pay its debts as and when they fall due.
Or if an Advisor or User:
(c) has breached this Agreement on three (3) occasions or more in any six-month calendar period;
7.2 Any termination under this clause:
(a) will not afford the Advisor or User a ground for any claim for a refund, damages, compensation or costs or expenses of any kind;
(b) shall not prejudice the rights of either party in respect of any antecedent breach of this Agreement.
7.3 Either Mindshop or an Advisor may terminate their membership of Mindshop at any time by giving three (3) months’ notice in writing to the other party. For the avoidance of doubt, the Advisor will continue to pay the monthly investment fee for the remainder of the term if the Agreement is terminated in accordance with this clause, together with any outstanding fees.
An Advisor may terminate this agreement for a user accessing Mindshop Online with effect within one business day by requesting in writing the deletion of a user from Mindshop Online or selecting the deletion option through Mindshop Online. The date of termination will be logged from a billing perspective as the date at which the termination request was received Australia Eastern Standard Time (AEDT).
A user may request termination of their access to Mindshop Online through a direct request in writing to the Advisor who established their access. Only an Advisor can delete access for a User to Mindshop Online
7.4 Upon termination of this Agreement, the Advisor and User will cease accessing any online services, platforms or resources provided or made available by Mindshop.

GENERAL
8. This Agreement is personal to the Advisor or User and may not be transferred to another person. The Advisor or User may only transfer the access to Mindshop Online under this Agreement to another employee, officer or agent of their Organisation with the prior written consent of Mindshop (and in the case of a User also their Advisor), first had and received.
8.1 If any provision or part of this Agreement is void or unenforceable for any reason, then that provision or part will be severed from this Agreement and the remaining terms shall be read as far as possible as if the severed provision or part had never existed.

DELETION OF DATA
9. All Mindshop Online data (course progress, coaching actions, discussion posts, user profiles and any other relevant data) will be deleted for an Advisor or a User within one business day on either the day an Advisor ceases to be a paying Mindshop member or the day a User has been requested to be deleted from Mindshop Online. From that moment any data will not be accessible by either an Advisor or User of Mindshop Online. Historical data will be securely held for emergency reasons ONLY for a period of 3 months from the date of deletion. Historical data within that 3 month window can only be recovered in exceptional circumstances. After this 3 month period of time the data will be permanently deleted from Mindshop Online.

SECURITY
We use a cloud-based server infrastructure hosted on the Amazon EC2 and Microsoft Azure platforms located on the Australian and UK regions. Data stored on our cloud servers is locally encrypted and use SSL security certificates so all data transferred between your browser and our servers is encrypted. Your browser must support the encryption security used in the connection with our servers. Please see https://azure.microsoft.com/en-us/support/legal/ and https://aws.amazon.com/agreement/ for specific policies on our cloud-based infrastructure platform.

MODIFICATION
10. These Terms and Conditions may be modified by the inclusion by Mindshop of additional terms on ninety (90) days written notice to the Advisor or User via Mindshop Online

GOVERNING LAW
11. This Agreement shall be governed by and interpreted in accordance with the laws in force in the State of Victoria in the Commonwealth of Australia and the parties submit to the non-exclusive jurisdiction of Victorian Courts.