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Mindsafe Digital Ltd Terms and Conditions


www.mind-safe.com is a site operated by Mindsafe Digital Ltd. Mindsafe Digital Ltd are registered in England and Wales under company number 11311366 and have our registered office at Unit 50-51 Malvern Hills Science Park, Geraldine Road, Malvern, Worcestershire WR14 3SZ.   

This MindSafe Service Level Agreement (the"Agreement") is entered into by and between Mindsafe Digital Ltd,("MindSafe"), and the entity agreeing to these terms ("Customer").

This Agreement is effective as of the date Customer accepts the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: 

a)    you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions;

b)     you have read and understand this Agreement; and 

c)     you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind the Customer, please do not accept this Agreement. 

This Agreement governs Customer's access to and use of the Services as ordered in their signing up to MindSafe and acceptance of the Mindsafe Digital Ltd Terms and Conditions and will be effective as of the Effective Date. 


1. Services. 

1.1 Facilities and Data Transfer. 

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where MindSafestores and processes its own information of a similar type. 

MindSafe has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. 

As part of providing the Services, MindSafe may transfer, store and process Customer Data in the United Kingdom or any other country in which MindSafe or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data. 

1.2 Modifications. 

a. To the Services. MindSafe may make commercially reasonable changes to the Services from time to time. If MindSafe makes a material change to the Core Services, MindSafe will inform Customer, provided that Customer has subscribed with MindSafe to be informed about such material change. 

b. To URL Terms. MindSafe may make commercially reasonable changes to the URL Terms from time to time.

1.3 No Ads. 

MindSafe will not process Customer Data for Advertising purposes or serve Advertising in the Services. 

1.4 End User Accounts. 

Customer may request End User Accounts by:

a)     requesting them online via the Admin Console; or 

b)     after the Services Commencement Date, contacting MindSafe support on info@mind-safe.com

Customer can suspend or delete End User Accounts at any point in time through request to MindSafe support on info@mind-safe.com

1.5 New Features or Services.

MindSafe may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms. 

1.6 Privacy Notice. 

The Terms and Conditions of Service governs how MindSafe collects and uses information from Customer or End Users. Copies of the MindSafe Privacy notice and DPI are available on request.

1.7 Service Specific Terms. 

The Service Specific Terms are incorporated by this reference into the Agreement. 


2. Customer Obligations. 

2.1 Permitted Uses. 

The Services are permitted for use only by the Customer and either pupils or staff of the Customer. 

2.2 Compliance. 

Customers will use the Services in accordance with the Terms of Service. MindSafe may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer's agreement to additional charges.

2.3 Customer Administration of the Services. 

The Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: 

a)       maintaining the confidentiality of the password and Admin Account(s);

b)      designating those individuals who are authorized to access the Admin Account(s); and 

c)      ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. 

d)     ensure that 1 or 2 Admin Accounts are designated as Main Contacts to whom safeguarding alerts or update information, as generated by any relevant features in MindSafe, will be sent;

e)      maintaining up to date Main Contact details. 

f)       The Customer agrees that MindSafe's responsibilities do not extend to the internal management or administration of the Services for Customer and that MindSafe is merely a data-processor.  

2.4 Administrator Access; End User Consent. 

a)       Administrator Access. Administrators will have the ability to access all Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts. 

b)      End User Consent. Customer will obtain and maintain all required consents from End Users to allow: 

(i)      Administrators to have the access described in this Agreement; and 

(ii)    MindSafe’s provision of the Services to Administrators and End Users. 

2.5 Parental Consent. 

If Customer allows End Users under the age of 13 to use the Services, the Customer will obtain parental/guardian consent or agrees consent as a responsible adult, before allowing any End Users under the age of 13 to use these services. 

2.6 Unauthorized Use. 

Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify MindSafe of any unauthorized use of, or access to, the Services of which it becomes aware. 

2.7 Restrictions on Use. 

Unless MindSafe specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: 

a)       sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement);

b)      attempt to reverse engineer the Services or any component;

c)       attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities;

d)      use or access the Services in a manner intended to avoid incurring Fees (where Fees are applicable); or 

e)      use the Services to store or transfer any Customer Data that is controlled. 


3. Data Processing

3.1   Data Protection Law Provision.

This makes legally binding provisions for compliance with the Data Protection Laws as set forth in this agreement. As per the requirements of the Data Protection Act 2018 and the UK GDPR, all processing of personal data by a processor on behalf of a controller, shall be governed by a contract. The terms, obligations and rights set forth in this agreement relate directly to the data processing activities and conditions laid out in this contract for the provision of services as detailed herein. 


For all Data Processing, unless specifically stated otherwise, in writing, the Customer is the Controller and MindSafe is the Processor.


3.2   Obligations and Rights of the Processor 

The Processor shall comply with the relevant Data Protection Laws and must: - 

a)    only act on the written instructions of the Controller for the following purposes (unless required by law to act without such instructions)

(i)    Processing in accordance with the Principal Contract to deliver contracted services. 

(ii)   Processing to comply with other documented reasonable instructions provided by the Client (e.g., via email) where such instructions are consistent with the terms of this Agreement. 

b)      ensure that people processing the data are subject to a duty of confidence 

c)       ensure that any natural person acting under their authority who has access to personal data, does not process that data except on instructions from the Controller 

d)      use its best endeavours to safeguard and protect all personal data from unauthorised or unlawful processing, including (but not limited to) accidental loss, destruction or damage and will ensure the security of processing through the demonstration and implementation of appropriate technical and organisational measures as specified in Schedule 1 of this agreement 

e)      ensure that all processing meets the requirements of the UK GDPR and related Data Protection Laws and is in accordance with the Data Protection Principles 

f)        ensure that where a Sub-Processor is used, they: - 

(i)      they implement a written contract containing the same data protection obligations as set out in this agreement, providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Laws 

(ii)    understand that where any Sub-Processor is used on their behalf, that any failure on the part of the sub-processor to comply with the Data Protection Laws or the relevant data processing agreement, the initial processor remains fully liable to the controller for the performance of the Sub-Processor’s obligations 

g)       assist the Controller in providing subject access and allowing data subjects to exercise their rights under the Data Protection Laws. If the Processor receives a request from a Data Subject for the exercise of any of the Data Subject's Rights, and the request is related to the Controller’s Personal Data, the Processor will forward the request to the Controller and refrain from responding to the data subject directly’.

h)      assist the Controller in meeting its data protection obligations in relation to: - 

(i)      the security of processing 

(ii)    data protection impact assessments 

(iii)   the investigation and notification of personal data breaches  

i)        delete or return all personal data to the Controller as requested at the end of the contract except to the extent that a lawful reason allows us to retain some or all the Personal Data.

j)        make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in the relevant Data Protection Laws and allow for, and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller 

k)       tell the Controller immediately if they have done something (or are asked to do something) infringing the UK GDPR or other relevant Data Protection Law of the UK,  

l)        co-operate with supervisory authorities in accordance with UK GDPR Article 31 

m)    notify the Controller of any personal data breaches in accordance with UK GDPR Article 33. The processor shall make reasonable efforts to identify the cause of any data breach and take steps as deemed necessary and reasonable in order to remedy the cause of such a breach to the extent such is within our reasonable control. 

n)      where applicable, employ a Data Protection Officer if required 

o)      The Processor is responsible for ensuring that each of its employees, agents, sub-contractors or vendors are made aware of its obligations regarding the security and protection of the personal data and the terms set out in this agreement. 

p)      The Processor shall maintain induction and training programs that adequately reflect the Data Protection Law requirements and regulations, and ensure that all employees are afforded the time, resources and budget to undertake such training on a regular basis.  

q)      When assessing the appropriate level of security and the subsequent technical and operational measures, the processor shall consider the risks presented by any processing activities, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed. 

Nothing within this agreement relieves the processor of their own direct responsibilities, obligations and liabilities under the UK GDPR or other Data Protection Laws.

3.3   Obligations and Rights of the Controller

a)       The Controller is responsible for verifying the validity and suitability of the Processor before entering into a business relationship. 

b)      The Controller shall carry out adequate and appropriate onboarding and due diligence checks for all Processors, with a full assessment of the mandatory Data Protection Law requirements. 

3.4   Penalties & Termination 

By accepting this agreement, the Processor confirms that they understand the legal and enforcement actions that they may be subject to should they fail to uphold the agreement terms or breach the Data Protection Laws. If the processor fails to meet their obligations, they may be subject to: - 

a)       investigative and corrective powers of the Commissioner under Article 58 of the UK GDPR 

b)      an administrative fine under Article 83 of the UK GDPR 

c)       a penalty under part 6 of the Data Protection Act (2018) 

d)      pay compensation under Article 82 of the UK GDPR  


4. Payment. 

Services are purchased for a Fee, the terms in this Section 4 apply to those Services. 

4.1 Billing and Payment. 

Customer will pay all Fees for the Services. All Fees are due thirty days from the invoice date. All payments due are in GBP unless otherwise indicated in a Specification of Order Form. Payments made via bank transfer must include the bank information provided by MindSafe.

4.2 Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including legal fees) incurred by MindSafe in collecting such delinquent amounts, except where such delinquent amounts are due to MindSafe's billing inaccuracies. 

4.3 Purchase Orders. 

a)       Required. If Customer wants a Purchase Order number on its invoice, Customer will inform MindSafe and issue a Purchase Order to MindSafe.

b)      If Customer requires a Purchase Order, number and fails to provide the Purchase Order number to MindSafe, then MindSafe will not issue a invoice with a Purchase Order number until one has been received by MindSafe but will issue an invoice.

c)       Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void. 

d)      Not Required. It will be assumed that a Customer does not require a Purchase Order number unless a Purchase order is supplied to MindSafe within 7 days of registering for the services of MindSafe. If Customer thus waives the Purchase Order requirement, then: 

                                                               i.      MindSafe will invoice Customer without a Purchase Order; and 

                                                             ii.      Customer agrees to pay invoices without a Purchase Order. 

4.4 By accepting this Online Agreement the Customer also accepts the standard order agreements herein; including 

a)       details of applicable service;

b)      Fees; and 

c)       current Services Term for, any End User Accounts. 

d)      Unless otherwise stated, in writing, from Mindsafe Digital Ltd, standard rates will be £2500 per annum per secondary or all through school and £1500 per annum per primary or middle school, all other schools will be £2500 per annum with VAT at the prevailing rate. 

4.5 Taxes. 

Customer is responsible for any Taxes, and Customer will pay MindSafe for the Services without any reduction for Taxes. If MindSafe is obligated to collect or remit Taxes imposed on Customer, the Taxes will be invoiced to Customer, unless Customer provides MindSafe with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some jurisdictions the sales tax or VAT is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. 

4.6 Invoice Disputes. 

a)       Any invoice disputes must be submitted prior to the invoice due date. 

b)      If the parties determine that certain billing inaccuracies are attributable to MindSafe, MindSafe will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. 

c)       If the disputed invoice has not yet been paid, MindSafe will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. 

4.7 Invoicing Rates. 

Services that are purchased for a Fee from MindSafe, the terms in this Section apply to those Services. On or after the Billing Start Date, MindSafe will invoice Customer the following Fees for each applicable Service: in advance for the Monthly Charge, Annual Charge or Initial Term Charge (as applicable), these are all standard as detailed in Clause 4.4 unless otherwise stated in writing by Mindsafe Digital Ltd.


5. Technical Support Services. 

5.1 By Customer. 

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to MindSafe.

5.2 By MindSafe. 

If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to MindSafe who will use commercially reasonable efforts to resolve the issues. 


6. Suspension. 

6.1 Of End User Accounts by MindSafe. 

If MindSafe becomes aware of an End User's violation of the Agreement, then MindSafe may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with MindSafe's request to Suspend an End User Account, then MindSafe may do so. The duration of any Suspension by MindSafe will be until the applicable End User has cured the breach, which caused the Suspension. 

6.2 Emergency Security Issues. 

Notwithstanding the foregoing, if there is an Emergency Security Issue, then MindSafe may automatically Suspend the offender. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If MindSafe Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, MindSafe will provide Customer the reason for the Suspension as soon as is reasonably possible. 

6.3 Suspension for Non-Payment (where applicable). 

a)       Automatic Suspension. Customer will have thirty days to pay MindSafe delinquent Fees. If Customer does not pay MindSafe delinquent Fees within thirty days, MindSafe may automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays MindSafe all outstanding Fees or until an alternative resolution is a greed, in writing by MindSafe.

b)      During Suspension. If Customer has an annual commitment to MindSafe for the Services, MindSafe will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services. 

c)       Termination After Suspension. If Customer remains suspended for non-payment for more than sixty days, MindSafe may terminate Customer for cause pursuant to Section 12.1. 

6.4 Suspension to Comply with Laws. 

MindSafe may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law. 


7. Confidential Information. 

7.1 Obligations. Subject to Section 7.2 (Disclosure of Confidential Information), the recipient will not disclose the discloser’s Confidential Information, except to Affiliates, employees, professional advisors, or agents (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfil its obligations under this Agreement, while using reasonable care to protect it. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. 

7.2 Disclosure of Confidential Information. 

(a) General. Subject to Section 7.2(b), the recipient may disclose the discloser’s Confidential Information 

(i) in accordance with a Legal Process or 

(ii) with the discloser’s written consent. 

(b) Notification. Before the recipient discloses the discloser’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the Customer. MindSafe will give notice via the Main Contact email address as held on the system. 

The recipient does not need to provide notice before disclosure if the recipient is informed that 

(i)                  it is legally prohibited from giving notice or 

(ii)                (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person. (c) Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information. 


8. Intellectual Property Right And Brand Features. 

8.1 Intellectual Property Rights. 

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, the Customer owns all Intellectual Property Rights in Customer Data, and MindSafe owns all Intellectual Property Rights in the Services. 

8.2 Display of Brand Features. 

a)       MindSafe may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer agreeing to these Terms & Conditions) within their website and marketing materials.

b)      MindSafe may also display Customer Brand Features, including logos on the Services Pages to indicate that MindSafe provides the Services. 

c)       Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior recorded consent. 

8.3 Brand Features Limitation. 

Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use. 


9. Publicity. 

In connection with Customer’s use of the Services, 

a)       Customer may state publicly that it is a MindSafe customer and display MindSafe Brand Features consistent with the Trademark Guidelines and 

b)      MindSafe may 

(i)      orally state that Customer is a MindSafe customer and 

(ii)    include Customer’s name or Customer Brand Features in a list of MindSafe customers in MindSafe’s online or offline promotional materials. 

Neither party needs approval if it is using the other party’s name or Brand Features in a manner that is substantially similar to a previously approved manner. 


10. Representations, Warranties and Disclaimers. 

10.1 Representations and Warranties. 

Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Customer acknowledges and agrees that it will use the Services and Additional Features responsibly, including, but not limited to, providing consent or obtaining parental consent concerning collection and use of students' personal information as described in section 2.5 above. 

10.2 Disclaimers. To the fullest extent permitted by applicable law, except as expressly provided for herein, neither party. Makes any other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation fitness for a particular use and noninfringement. 

a)       MindSafe makes no representations about any content or information made accessible by or through the services. 

b)      Customer acknowledges that the services are not monitored and that the services are not capable for providing any clinical care. 

c)       In no event shall MindSafe have or accept any liability for child welfare, wellbeing or clinical care. 


11. Term; Fees. 

11.1 Agreement Term. 

This Agreement will remain in effect for the Term. 

11.2 Term and Purchases During Term. 

MindSafe will provide the Services to Customer during the Term. Unless the parties agree otherwise in writing, End User Accounts added during any Term will have a prorated term ending on the last day of that Term. Unless otherwise agreed, in writing from MindSafe, the Term is for an initial twelve months.

11.3 Auto Renewal. 

At the end of each Term, the Services (and all End User Accounts previously purchased for a Fee, except those of year 6/12 users who have no longer pupils of the “Customer”) will automatically keep renewing for an additional Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least 60 days prior to the end of the then current Term. This notice of non-renewal will be effective upon the conclusion of the then current Term. “Customers” on a specific time limited project are exempt from this clause as long as their participation is limited to participation in the project. 

Customer may provide notice to MindSafe under this Agreement by sending an email to MindSafe’s info@mind-safe.com or in writing by recorded delivery to the registered company address. Unit 50-52 Malvern Hills Science Park, Geraldine Road, Malvern, WR14 3SZ.

Any notice shall be deemed to have been received:

(a)    if sent by pre-paid first-class recorded post or other next working day delivery service, at 9.00 am on the Business Day after posting, provided that proof of delivery can be provided by The Customer    .

(b)   {; or}  If sent by email, at the time of transmission, or, if this time falls outside of Business Hours, when business hours resume, provided that proof of receipt of the email can be provided by the Customer.

11.4 Fees. 

During the Initial Term, MindSafe charges Customers Fees for the Services as detailed in the Clause 4.4. Upon the parties' mutual written agreement. MindSafe may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by MindSafe .

11.5 Services Use. 

Customer has no obligation to use the Services and may cease using the Services at any time for any reason (or no reason). This does not affect the Term, Fees or Auto Renewal.

11.6 Revising Rates. 

For Services which Customer has purchased for a Fee, MindSafe may revise its fees every 12 months, without prior notice, provided that the increase does not exceed the rate of inflation.

MindSafe may revise its rates in excess of the rate of inflation for the following Term by providing Customer written notice (which may be by email) at least sixty days prior to the start of the following Term. 


12. Termination. 

12.1 Termination for Cause Either party may suspend performance or terminate this Agreement if: 

a)       the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice;

b)      the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or 

c)       the other party is in material breach of this Agreement more than two times during a Term notwithstanding any cure of such breaches. 

12.2 Other Termination. 

Customer may terminate this Agreement for any reason (or no reason) with sixty days prior written notice to MindSafe before the Auto Renewal, provided, however, that Customer will remain obligated to pay any Fees for Services which Customer has purchased applicable to the remainder of the then-current Term for those Services. 

Customer may provide notice to MindSafe under this Agreement by sending an email to MindSafe’s info@mind-safe.com or in writing by recorded delivery to the registered company address. Unit 50-52 Malvern Hills Science Park, Geraldine Road, Malvern, WR14 3SZ.

Any notice shall be deemed to have been received:

(a)    if sent by pre-paid first-class recorded post or other next working day delivery service, at 9.00 am on the Business Day after posting, provided that proof of delivery can be provided by The Customer    .

(b)   {; or}  If sent by email, at the time of transmission, or, if this time falls outside of Business Hours, when business hours resume, provided that proof of receipt of the email can be provided by the Customer.

12.3 Effects of Termination. 

If this Agreement terminates, then: 

a)       the rights granted by one party to the other will cease immediately (except as set forth in this Section and Section 15.12 (Survival));

b)      Customer will not have access to, or the ability to export, Customer Data after the effective date of termination or expiry of the Agreement;

c)       Customer will be responsible for determining whether (and the extent to which) to use the functionality of the Services to delete Customer Data prior to such date;

d)      MindSafe will delete Customer Data in accordance with the terms of the Agreement;

e)      all Fees owed by Customer to MindSafe are immediately due; and

f)        each party will promptly use reasonable efforts to return or destroy all other Confidential Information of the other party. 


13. Defence and Indemnity. 

13.1 By MindSafe. 

MindSafe will defend the Customer and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising out of an allegation that the Customer’s use in accordance with this Agreement of MindSafe's technology used to provide the Services or any MindSafe Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. 

Notwithstanding the foregoing, in no event shall MindSafe have any obligations or liability under this Section arising from: 

a)       use of the Services or MindSafe Brand Features in a modified form or in combination with materials not furnished by MindSafe, and 

b)      (ii) any content, information or data provided by Customer, End Users or other third parties. 

13.2 Possible Infringement. 

Repair, Replace, or Modify. If MindSafe reasonably believes the Services infringe a third party's Intellectual Property Rights, then MindSafe will: 

obtain the right in so far possible for Customer, at MindSafe's expense, to continue    using the Services;

a)       provide a non-infringing functionally equivalent replacement in so far as MindSafe deem reasonably possible; or 

b)      modify the Services so that they no longer infringe. 

c)       Suspension or Termination. If MindSafe does not believe the foregoing options are commercially reasonable, then MindSafe may suspend or terminate Customer's use of the impacted Services, with no further impact on this agreement.

13.3 General. 

Customer will promptly notify MindSafe of the claim and cooperate with MindSafe in defending the claim. MindSafe has full control and authority over the defence, except that: 

a)       (a) any settlement requiring Customer to admit liability or to pay any money will require Customer's prior written consent, such consent not to be unreasonably withheld or delayed; and 

b)      (b) Customer may join in the defence with its own counsel at its own expense. 



14. Limitation of Liability. 

14.1 Limitation on Indirect Liability. 

Neither party will be liable under this agreement for the lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct dames do not satisfy a remedy.

14.2 Limitation on Amount of Liability. 

Neither party may be held liable under this agreement for more than the greater of:

a)       one thousand pounds 

b)      the amount paid by the customer to MindSafe under this agreement during the twelve months prior to the event giving rise to the liability.

14.3 Exceptions to Limitations. 

These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations. 


15. Miscellaneous. 

a)     MindSafe do not guarantee that our site will be secure or free from bugs or viruses.


b)     The Customer is responsible for configuring your own information technology, computer programmes and platform to access our site. You should use your own virus protection software.


15.1 Notices. 

MindSafe may provide any notice to Customer under this Agreement by: 

a)       sending an email to the Main Contact email address recorded by the Customer in their Main Contact accounts in MindSafe or by 

b)     posting a notice in the Admin Console or on www.mind-safe.com. 

15.2 Assignment. 

Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: 

c)       the assignee agrees in writing or by accepting the Terms of this agreement by logging into MindSafe to be bound by the terms of this Agreement; and 

d)      the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. 

e)       Any other attempt to transfer or assign is void. 

15.3 Change of Control of MindSafe. 

Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) the party experiencing the change of control will provide notice to the other party within thirty days after the change of control either through a change of company details on the website or via electronic comminution to the contact details supplied by the Customer.

15.4 Force Majeure. 

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control. 

15.5 No Waiver. 

Failure to enforce any provision of this Agreement will not constitute a waiver. 

15.6 Severability. 

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect. 

15.7 No Agency. 

The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

15.10 Governing Law. 

This Agreement is governed by the laws of England and Wales. 

For any disputes arising out of or relating to this agreement, the parties consent to resolution in accordance with these laws.

15.11 Amendments. 

Any amendment from a Customer must be in writing and expressly state that it is amending this Agreement and must be accepted, in writing, by MindSafe for it to be valid.

Any amendment from MindSafe must be in writing and expressly state that it is amending this Agreement for it to be valid.

15.12 Survival. The following Sections will survive expiration or termination of this Agreement: Confidential Information, Data processing. Intellectual Property Rights, Effects of Termination, Indemnification, Limitation of Liability, Miscellaneous, and Definitions. 

15.13 Entire Agreement.

This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If Customer is presented with a similar agreement on the same subject matter upon its log in to use the Services, that Agreement supersedes and replaces this agreement. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

15.14 Interpretation of Conflicting Terms. 

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the terms located at any URL provided by MindSafe, the MindSafe website, then this Agreement.


16. Definitions. 

"Acceptable Use Policy" means the acceptable use policy for the Services available from info@mind-safe.com or www.mind-safe.com or any other such URL as may be provided by MindSafe. 

"Admin Account(s)" means the administrative account(s) provided to Customer by MindSafe for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which MindSafe will provide to Customer. 

"Admin Console" means the online tool provided by MindSafe to Customer for use in reporting and certain other administration functions found within each MindSafe account. 

"Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf. 

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. 

"Annual Charge" means the annual charge for the Services set forth in the Specification of Order Form (if applicable). 

"Billing Start Date" means the date upon which Customer will begin paying MindSafe for the Services (if applicable). 

"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. 

“Business day” means Monday to Friday between the hours of 9am and 5pm except on Bank Holidays.

"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.

"Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users. 

“DPA” means Data Processing Agreement

"Effective Date" means the date this Agreement is countersigned. 

"Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customers' use of the Services; or (iii) the MindSafe network or servers used to provide the Services; or (b) unauthorized third party access to the Services. 

"End Users" means the individuals Customer permits to use the Services. 

"End User Account" means a MindSafe-hosted account established by Customer through the Services for an End User. 

"Fees" means the amounts invoiced to Customer by MindSafe for the Services (if applicable) as described in this Agreement. 

"Help Centre" means the MindSafe Help Centre accessible at www.mind-safe.com or other such URL as MindSafe may provide. 

"High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage. 

"Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction. 

"Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights. 

"Initial Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the "Current Services Term" being 12 months from the customer signing up to use MindSafe, unless stated as otherwise in writing form MindSafe. The term that begins on the Effective Date and continues for one year and will automatically renew for 12 months at a time until terminated under termination provisions.

"Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process. 

"Main Contact Email Address" means the email address designated by Customer to receive email notifications from MindSafe. Customer may change this email address through the Admin Console changes to the Terms and Conditions. The “Main Contact Email Address” is info@mind-safe.com

"Other Functions" means the “Other Functions Within MindSafe” as described in the Services Summary. 

"Purchase Order" means a Customer issued purchase order. 

"Services" means the Services provided by MindSafe and used by Customer under this Agreement. The Services are described here or such other URL as MindSafe may provide. 

"Service Commencement Date" is the date upon which MindSafe makes the Services available to Customer. 

"Service Specific Terms" means the terms specific to one or more Services. 

"Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

"Taxes" means any duties, customs fees, or taxes (other than MindSafe's own taxes), including indirect taxes such as “goods and services tax” and “value-added tax," associated with the sale of the Services, including any related penalties or interest. 

"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Term or (ii) the Agreement is terminated as set forth herein. 

"URL Terms" means the Acceptable Use Policy, the SLA, the Service Level Agreement, as provided by MindSafe. 

“Data Protection Laws” means all applicable Data Protection Laws, including the United Kingdom General Data Protection Regulation (UK GDPR) (EU 2016/679), DPA 2018, to the extent applicable, the data protection or privacy laws of any other country 


“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person 


“GDPR” means the United Kingdom General Data Protection Regulation (UK GDPR) (EU2016/679) 


“Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction 


“Supervisory authority” means the Information Commissioners Office (ICO) an independent public authority 


“Data Controller” Controllers are the main decision-makers – they exercise overall control over the purposes and means of the processing of personal data.

“Data Processor” Processors act on behalf of, and only on the instructions of, the relevant controller.



This document contains the confidential information of MindSafe Digital Ltd. Use or disclosure of this document without MindSafe Digital Ltd’s express written consent is prohibited. 



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