Enterprise Customer Terms
1. Introduction
1.1. These Enterprise Customer Terms ("Terms") govern the access to and use of the services provided by Mindhive Pty Ltd ("Mindhive," "we," "our," or "us"), including our website, applications, and any related services (collectively, the "Services") for enterprise customers. By accessing or using the Services, you agree to be bound by these Terms.
1.2. Additional policies, including our Privacy Policy, Cookies Policy, AI Guidelines, and Customer Terms, are incorporated by reference and form part of these Terms.
2. Services and Support
2.1. Subject to these Terms, we will provide the Services to you as described in the applicable Service Order Form, including any support services, features, and functionalities.
2.2. We will provide reasonable technical support to you, as specified in the Service Order Form or as otherwise agreed upon in writing.
3. Restrictions and Responsibilities
3.1. You agree not to use the Services for any illegal or unauthorized purpose, or in any way that may harm or disrupt the Services or other users.
3.2. You are responsible for all activities conducted through your Account and for ensuring that your employees, contractors, and users comply with these Terms.
4. Confidentiality
4.1. Both parties agree to maintain the confidentiality of any Confidential Information (as defined in Section 18) received from the other party, and not to disclose or use such Confidential Information, except as required for the performance of their obligations under these Terms.
5. Proprietary Rights
5.1. All intellectual property rights in the Services, including all content, features, and functionality, are owned by Mindhive or its licensors and are protected by copyright, trademark, and other intellectual property laws.
5.2. You are granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services for your internal business purposes, subject to these Terms.
6. Privacy
6.1. Our Privacy Policy explains how we collect, use, and protect your personal information and how we use cookies and similar technologies on our website and applications.
7. Content
7.1. You retain all rights to any text, images, or other content you submit, post, or share through the Services ("User Content"). By submitting User Content, you grant Mindhive a non-exclusive, royalty-free, worldwide license to use, display, modify, and distribute your User Content in connection with the Services.
7.2. You agree not to submit any User Content that is illegal, infringing, defamatory, or otherwise objectionable. Mindhive reserves the right to remove or modify any User Content that violates these Terms or our policies.
8. Payment, Pricing, and Billing
8.1 Payment of Fees The Customer shall pay Mindhive the applicable fees set forth in the Order Form, Subscription Agreement, or online subscription process for the Services (the "License Fees"), and for the Implementation Services (the "Implementation Fees"), without set off or deduction, in accordance with the terms stipulated in the Order Form, Subscription Agreement, or online subscription process, and subject to the payment terms detailed in clause 8.5.
8.2 Additional Usage
(a) In the event the Customer's use of the Services exceeds the Service Capacity specified in the Subscription Agreement, Order Form, or online subscription process, or if the Customer requires access to or use of the Services for additional instance(s), additional User(s), or incurs any other chargeable usage, the Customer shall be billed accordingly and agrees to pay the additional fees as required by Mindhive.
(b) Additional users shall be billed on a license basis. In case the Customer activates more licenses than originally purchased, Mindhive shall charge for these licenses as an "add-on" to the initial order.
(c) Any such additional access or use of the Services by the Customer shall be governed by these Customer Terms and the Contract.
8.3 Fee Changes
Mindhive reserves the right to modify the Fees (including any other applicable charges or discounts) and to institute new charges and fees at the end of the Initial Service Term or the then-current Renewal Term, upon providing thirty (30) days prior notice to the Customer (which may be sent via email). If the Customer does not agree to the updated Fees and Charges, the Customer may terminate the Agreement by providing Mindhive with 30 days' written notice from the date of notification. If the Customer does not respond within 30 days, the Customer shall be deemed to have accepted the updated Fees and Charges for the renewal.
8.4 Errors
(a) If the Customer believes that Mindhive has billed them incorrectly, the Customer must contact Mindhive no later than sixty (60) days after the closing date on the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. The credit or adjustment shall be for an amount equivalent to that which was affected by the error or problem.
(b) The Customer's inquiries should be directed to Mindhive's customer support department (support@mindhive.org).
8.5 Payment Terms
(a) Mindhive shall bill through an invoice, in which case, the Customer must remit full payment for invoices issued in any given month within thirty (30) days of the invoice issue date, without set off or deduction.
(b) Unpaid amounts shall be subject to a finance charge at a rate of 1.5% per month on any outstanding balance, or the maximum permitted by law (if greater), plus all expenses of collection, and may result in immediate termination of the Services in accordance with clause 10.2(b).
9. Tax
9.1. All fees and charges are exclusive of any applicable taxes, levies, or duties, which are your responsibility. You agree to pay any such taxes, levies, or duties associated with your use of the Services, except for taxes based on Mindhive's net income.
10. Term and Termination
10.1 Term Subject to earlier termination as provided herein, the Contract:
(a) shall be effective for the Initial Service Term; and
(b) upon the expiration of the Initial Service Term, shall automatically renew for additional periods of the same duration as the Initial Service Term (each, a "Renewal Term"), unless either party provides the other party with at least thirty (30) days' written notice of its intention to terminate the Contract prior to the expiration of the Initial Service Term or the then-current Renewal Term (as applicable).
10.2 Termination (a) In addition to any other remedies a party may have, either Mindhive or the Customer may terminate the Contract:
(i) upon thirty (30) days' written notice if the other party materially breaches any of these Customer Terms and such party fails to remedy the breach within fourteen (14) days of receipt of written notice thereof; or
(ii) immediately upon written notice if the other party becomes subject to an Insolvency Event under any applicable law.
(b) Mindhive may terminate the Contract immediately and without notice in the event of non-payment by the Customer.
(c) Notwithstanding the foregoing, the Customer shall be obligated to pay Mindhive an amount equivalent to the Fees that would have been due for the Services up to and including the last day of the Initial Service Term or the then-current Renewal Term (as applicable), except where the Contract has been terminated due to Mindhive's material breach that has not been remedied in accordance with clause 10.2(a)(i). The requirement to pay the Fees for the remainder of the Initial Service Term or the then-current Renewal Term constitutes a reasonable and genuine pre-estimate of Mindhive's loss.
(d) Upon any termination, Mindhive may, but is not obligated to (unless required by applicable laws, including Privacy Laws), delete stored Customer Data or Customer Content.
(e) All provisions of these Customer Terms which, by their nature, should survive termination shall survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, including but not limited to clauses 4, 5, 8, and 11 of this Agreement.
(f) Except where an exclusive remedy may be specified in these Customer Terms, the exercise by either party of any remedy, including termination, shall be without prejudice to any other remedies it may have under these Customer Terms, by law, or otherwise.
(g) Except as set forth in this clause, upon the termination of the Contract:
(i) the rights and licenses granted by Mindhive to the Customer shall cease immediately (except as set forth in this clause);
(ii) the Customer (and its Users) must cease all use of the Services, Mindhive Content, Courses, and any Materials;
(iii) the Customer shall pay to Mindhive any and all outstanding Fees for the Term;
(iv) the Customer shall delete the Services and any Materials made available to it under the Contract, including any Mindhive Confidential Information from its systems (including any third-party systems operated on its behalf) and, if requested by Mindhive, provide written certification thereof;
(v) the Customer shall not attempt to access the Services or any data stored in the Service (except in accordance with Mindhive's Privacy Policy), any Materials, any Courses, the Website, or the App after the date of termination; and
(vi) if Mindhive has entered into an agreement with any of the Customer's Users on the terms of the User Terms, that agreement shall immediately terminate (and the Customer shall ensure that the relevant Users are made aware of this).
10.3 Suspension In the event Mindhive becomes aware of a breach by the Customer or its User of these Customer Terms, Mindhive may specifically request that the Customer suspend the applicable User account. If the Customer fails to comply with Mindhive's request to suspend an account, Mindhive may do so. The duration of any suspension by Mindhive shall be until the applicable User has cured the breach that caused the suspension.
11. Information, General Exclusions, and Operation of Laws
11.1. Mindhive shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any User Content or other information.
11.2. The Services are provided "as is" and "as available," without warranties of any kind, either express or implied. Mindhive disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
11.3. These Terms do not exclude or limit any rights you may have under applicable law, to the extent that such rights cannot be excluded or limited by law.
12. Indemnity
12.1. You agree to indemnify, defend, and hold harmless Mindhive and its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, or expenses, including reasonable attorneys' fees, arising from or related to your use of the Services, your violation of these Terms, or your infringement of any rights of third parties.
13. Force Majeure
13.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to, acts of God, natural disasters, pandemics, labor disputes, government actions, or interruptions in telecommunications, transportation, or utilities.
14. Links to Other Websites
14.1. The Services may integrate or contain links to third-party websites, applications, or services. These third-party services are not under our control, and we are not responsible for their content, privacy practices, or any other policies. You acknowledge and agree that your use of any third-party services is at your own risk.
15. Disputes
15.1. These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Mindhive is located, without regard to its conflict of law provisions.
15.2. Any disputes arising out of or relating to these Terms or the Services shall be resolved through good faith negotiations, and if such negotiations fail, through binding arbitration or litigation in a court of competent jurisdiction.
16. Updates to these Customer Terms
16.1. Mindhive reserves the right to modify or update these Terms at any time, without prior notice. Your continued access to or use of the Services after any such changes constitutes acceptance of the revised Terms. We encourage you to periodically review these Terms to stay informed of any updates.
17. General
17.1. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms shall remain in full force and effect.
17.2. Any failure by Mindhive to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.
17.3. These Terms, together with any Service Order Form and additional policies referenced herein, constitute the entire agreement between you and Mindhive regarding your use of the Services and supersede all prior agreements or understandings, whether written or oral, relating to the subject matter of these Terms.
18. Definitions and Interpretation
18.1. "Confidential Information" means any non-public information disclosed by one party to the other party, in any form, which is designated as "confidential" or that a reasonable person would understand to be confidential, including but not limited to, trade secrets, proprietary information, customer data, and the terms and conditions of these Terms.
18.2. "Effective Date" means the date on which these Terms are accepted by you, either by clicking a box indicating your acceptance or by using the Services.
18.3. "Service Order Form" means a document, whether in electronic or paper form, signed or otherwise accepted by both parties, which describes the specific Services to be provided by Mindhive to you and includes any applicable fees, charges, and payment terms.
18.4. In these Terms, unless the context requires otherwise, words in the singular include the plural and vice versa, and references to one gender include all genders.
18.5. The headings used in these Terms are for convenience only and shall not affect the interpretation of these Terms.
18.6. Any reference to a statute, regulation, or other law includes all amendments, consolidations, or replacements of such law from time to time.
Last updated: 1 May 2023