Terms and Conditions

Mindquip Limited

13th September 2016

Contents

1 Introduction
2 Definitions
3 Applicability of clauses
4 Term and termination of the Terms and Conditions
5 Additional provisions for the Terms of Engagement
6 Provision of Services, Products, Events, Website or Content 
7 Fees and payment
8 Cancellations and alterations of Events by Us
9 Cancellations and alterations for Events by Natural Persons
10 Cancellations and alterations for Events by Entities
11 Travel and accommodation
12 Confidentiality and personal information
13 Limitation of liability
14 Intellectual property
15 Customer reference
16 Audio and visual recording
17 Guarantees
18 Rights of third parties
19 Governing Law and Jurisdiction
20 Entire agreement

1 Introduction

These terms of engagement set out certain standard terms and conditions on which Mindquip Limited (“We”, or “Mindquip”) provide services, products, events, the website, or content to our clients. These terms of engagement apply, subject to any additional or alternative terms that we may agree in writing with our clients (“You”). It is not necessary for you to sign these terms of engagement to indicate your agreement to them. We will assume your agreement when you engage us to provide services, training, or products. 

The terms and conditions specify the conditions on which we will reimburse you for an event for which you have purchased tickets. These terms limit our liability to the full amount of your purchase, specify how we deal with the information you supply us, and specify that you are not allowed to share the training material we provide to you. The intent of these terms and conditions is to ensure reasonable and fair dealings between us and you. 

Mindquip Limited reserves the right to modify these Terms and Conditions at any time for any reason whatsoever without notice.

2 Definitions

Agreement: The agreement formed between Us and You on, and subject to, the Terms and Conditions and, if applicable, the Terms of Engagement. 

Content: Any information, communication, material or other content provided by Us.

Event: A seminar, workshop, or other type of event, either at a physical venue or online, in which We provide Services.

Fee: The total amount of the fees paid or owing to Us by You for provision of the Services, Products, the Website, Content, or Tickets.

The Parties: The two legal parties nominated in this agreement, You and Us.

Products: Any products, digital or physical, containing Content that is sold by or on behalf of Us.

Services: Any services provided to You by Us, including the provision of any information, communication, or content associated with Us.

Terms and Conditions: This document, which details the terms and conditions on which We provide the Products, Services, Events, Website, or Content.

Terms of Engagement: Additional terms on which We provide Products, Services, Events, Website, or Content to You that are signed by both Parties.

Ticket: A record, digital or physical, provided from Us to confirm that a seat has been allocated for You at an Event and that entitles you to attend the Event.

Us/We/Our: Mindquip Limited (New Zealand Company Number 5691228, NZBN 9429041732205), its respective current and future directors, members, share-holders, officers, employees, agents, and representatives.

Website: Our website, including the Content made available by it.

You/Your: The person or entity engaging the Products, Services, Website, Events or Content provided by Mindquip, through use, access, attendance, purchase order, invoice, contract, or payment, either directly or indirectly.

3 Applicability of clauses

3.1 If you are natural person and not acting on behalf of or as a representative of an entity (including but not limited to, a company, organisation, or partnership), Clauses 10.1, 10.2, 13.12 and 15.1 shall not apply; otherwise, Clauses 10.1, 10.2, 13.12 and 15.1 shall apply and Clauses 9.1 and 9.2 shall not apply.

4 Term and termination of the Terms and Conditions

4.1 The purchase of or right to a Product, the purchase or right to access Content, use of the Website, purchase of or right to a Ticket, actual attendance at an Event, or purchase or order of any other Services will be taken as agreement by You with these Terms and Conditions, without the need to sign these Terms and Conditions, and will commence the Agreement. The Agreement shall continue in full force and effect while (a) You continue to use or access the Products, Services, Content, Website, or other Content; or (b) you hold a valid Ticket; or (c) any Event for which You hold a valid Ticket has not been completed or cancelled; or (d) the terms of a signed Terms of Engagement are in effect.
4.2 All clauses in Sections 9, 10, 12, 13, 14, 15, 18, 19, and 20 survive expiry or termination of the Agreement howsoever caused and shall remain thereafter in full force and effect after termination.

5 Additional provisions for the Terms of Engagement

5.1 The Terms of Engagement shall not contravene or modify any clauses in the Terms and Conditions unless such clauses in the Terms and Conditions are expressly deleted by clauses in the Terms of Engagement, in which case those clauses shall be deemed to be deleted. If there is any conflict between the Terms of Engagement and the Terms and Conditions after such deletions have been made, the Terms and Conditions will prevail.
5.2 If Terms of Engagement are signed by both of The Parties, these Terms of Engagement will form part of the Agreement and come into force from the date the signed Terms of Engagement are received by Us. The Terms of Engagement shall continue in full force and effect until the Services have been completed, subject to earlier termination of the Terms of Engagement pursuant to Clause 5.3.
5.3 Either of The Parties may terminate provision of Services under the Terms of Engagement for any reason whatsoever by giving to the other party at least 14 days’ written notice of termination.
5.4 By signing Terms of Engagement, You also agree to be bound by these Terms and Conditions to the exclusion of all other terms and conditions (including any terms or conditions which You purport to apply under any purchase order, confirmation of order, specification or other document). The Terms of Engagement, once signed and returned by You, shall, together with these Terms and Conditions, form the Agreement between Us and You.

6 Provision of Services, Products, Events, Website or Content

6.1 We will provide the Services, Products, Events, Website or Content to You on, and subject to, these Terms and Conditions and, if applicable, the Terms of Engagement.
6.2 In providing the Services, We shall use reasonable endeavours to give sound advice based on the information available, but You will remain wholly responsible for any decisions You make as a result of obtaining the advice.
6.3 You acknowledge and agree that, in order to derive benefits from the Services, You will be required to make such commitment as is appropriate to the Services being provided.
6.4 We promote Events in good faith, and We will take all reasonable steps in order to be able to ensure the Event is fulfilled at the stated venue, date and time.
6.5 By attending the Event, you agree to participate in the Event during the time period chosen.
6.6 Events do not include any catering unless catering is explicitly included in the description of the Event.
6.7 We reserve the right to refuse entry to an Event or exclude from an Event any person, including You, if (a) the person is intoxicated, (b) We have reason to believe the person is likely to be disruptive or disorderly during the Event, (c) the person has demonstrated disruptive or disorderly behaviour during the Event.
6.8 We shall be entitled, at Our sole discretion, to appoint sub-contractors to provide all or part of the Services, Products, Events, Website, or Content without Your prior written consent.
6.9 By accepting the Terms of Engagement, You authorise Us to proceed with all relevant preparations for providing You the Services, Products, Events, or Content, including but not limited to purchase of materials and booking venues (if required).

7 Fees and payment

7.1 You incur fees from Us by confirming an order for Services, Products, Events, or Content.
7.2 Invoices will be paid by You within 30 days of date of invoice. We reserve the right to charge You interest and costs of recovery for late payment.

8 Cancellations and alterations of Events by Us

8.1 If we cancel an Event or We are unable to fulfil our role to facilitate the Event, due to unforeseen circumstances or for any reason whatsoever, We shall reimburse You the full amount of the Fee.
8. In the event that it becomes necessary or advisable, or for any reason whatsoever, to alter the itinerary or arrangements of the Event, to change the time(s) or day(s) of the Event, or to change venue(s), such changes may be made without liability to Us.

9 Cancellations and alterations for Events by Natural Persons

9.1 If You cancel Your registration for an Event more than 24 hours in advance of the start of the Event, We shall reimburse You the full amount of the Fee. 
9.2 If You cancel Your registration for an Event less than 24 hours in advance of the start of the Event, or fail to attend the Event for any reason whatsoever, We will not be obligated to reimburse You but may choose to do so at Our sole discretion. Any such reimbursement shall not exceed the full amount of the Fee.

10 Cancellations and alterations for Events by Entities

10.1 You will bear the full cost incurred by Us of any fees, expenses, non-returnable goods and services bought or contracted for Event(s) cancelled or postponed by You, including venue cancellation fees, up to the full amount of the Fee.
10.2 Unless otherwise specified in the Terms of Engagement, We reserve the right to charge You a cancellation or postponement fee for Events (including but not limited to courses, workshops, presentations or seminars) cancelled or postponed by You, in addition to the costs of Clause 10.1. The cancellation fee shall be according to the following schedule (where percentages refer to percent of Fees relating to the relevant Event, and “days prior” refer to the number of working days at cancellation before the scheduled commencement of the relevant Event).
10.2.1 For Events of two hours or less in duration: 5% for 30 or more days prior; 10% for 29 to 6 days prior; and 20% for 5 or fewer days prior.
10.2.2 For Events more than two hours in duration: 20% for 30 or more days prior; 30% for 29 to 6 days prior; and 40% for 5 or fewer days prior.

11 Travel and accommodation

11.1 We will not be liable for any costs in connection with the Client’s travel and accommodation arrangements, including the cost of airline tickets and accommodation bookings, and are not obligated to reimburse any costs related to travel or accommodation in any circumstance. If You book airline tickets or accommodation to attend an Event, We strongly recommend that You purchase travel insurance.

12 Confidentiality and personal information

12.1 We will take reasonable steps to protect electronically stored personal information, both during transmission and once received. The Parties acknowledge that no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, We will not be held liable for any direct, indirect, consequential, incidental, punitive, or special damages or losses resulting from any breach of data security. This clause includes information in correspondence between Us and You through electronic communication, including but not limited to email.
12.2 We do not collect or gather cardholder information but such information is collected for payments made to Us by PayPal.
12.3 We remain the owner of any data regarding You collected in the course of providing You with Products, Content or Services, or evaluating the effects or quality of those Products, Content or Services.
12.4 We will not sell any information You provide us to third parties.
12.5 Except as expressly stated in Clause 15.1, We will not disclose any information that personally identifies You to any third party unless (a) otherwise agreed by You, or (b) We have reasonable cause to believe that non-disclosure may endanger You or another person, or (c) We are required to by law or court order.
12.6 We may disclose averaged or otherwise amalgamated data that incorporates data You provide us to third parties, provided that it does not personally identify You. In such cases, We will exercise discretion.
12.7 We may quote feedback You provide on the Products, Content, Services, or Events We provide for promotional purposes while maintaining Your anonymity. We may attribute such quoted feedback if You agree to waive anonymity for the feedback.

13 Limitation of liability

13.1 Nothing in these Terms excludes or limits any of Our liabilities that cannot be excluded or limited by New Zealand law.
13.2 We shall under no circumstances be liable to You or any other person or entity for any loss or damage arising under or in connection with the Services, Products, Events, Website or Content, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if We have been apprised of the likelihood of such losses or damages occurring or such losses or damages were foreseeable. The foregoing shall include, but not be limited to, (a) losses or damages arising from use of, or inability to use, or reliance on the Services, Products, Events, Website, or Content; (b) loss of profits, sales, business, or revenue; (c) business interruption; (c) emotional discomfort or mood disturbance; (d) loss of anticipated savings; (e) loss of business opportunity, goodwill or reputation; or (f) any direct, indirect, consequential, incidental, punitive, or special damage or loss.
13.3 Our total liability to You in respect of all other losses arising under or in connection with the Services, Products, Events, Website, or Content, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the full amount of the Fee.
13.4 You acknowledge and agree that We act only as an agent, and assume no responsibility or liability in connection with the services or products provided by third parties in facilitating the the Services, Products, Events, Website, or Content, including venue proprietors, venue service providers, accommodation providers, transportation providers, merchant service providers, and banks.
13.5 We have no liability to You for loss of tickets, personal accidents, loss of personal articles and effects, injury or death arising directly or indirectly from the Services, Products, Events, Website, or Content.
13.6 Except as expressly stated elsewhere in these Terms and Conditions, We have no liability to You if We are unable to provide all or a part of the Services, Products, Events, Website, or Content as a result of circumstances beyond Our reasonable control, including without limitation, quarantine, sickness, travel delays or cancellations, strikes, war, or warlike conditions, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockage, accident, natural catastrophe, disaster, weather or any other causes or for any of the above arising due to Your engagement with the Services, Products, Events, Website, or Content.
13.7 To the extent permitted by law, We exclude all other conditions, warranties, representations or terms which may apply to the Services, Products, Events, Website, or Content, whether express or implied.
13.8 Except as expressly stated in these Terms and Conditions, We do not give any representation, warranties or undertakings in relation to the Services, Products, Events, Website, or Content. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Services, Products, Events, Website, or Content are suitable for Your purposes.
13.9 We shall not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use or engagement with the Services, Products, Events, Website, or Content.
13.10 We shall assume no responsibility for the content of websites linked to or on the Website. Such links should not be interpreted as endorsement by Us of those linked websites. We will not be liable for any loss or damage that may arise from Your use of them.
13.11 We do not guarantee that the Services, Products, Events, Website, or Content will be secure or free from bugs or viruses and You are responsible for configuring Your information technology, computer software and platform in order to access, use, or engage with the Services, Products, Events, Website, or Content.
13.12 Unless you are natural person and not acting on behalf of or as a representative of an entity, and notwithstanding any other term of the Agreement, You shall indemnify, defend and hold harmless Us against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or imposed upon Us in connection with any claims, suits, actions, demands or judgements arising out of the Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability).
13.13 If any of the limitations on Our liability contained in these Terms and Conditions are found to be invalid or unenforceable for any reason by a court of competent jurisdiction, The Parties agree that the maximum liability shall not in the aggregate, be greater than the full amount of the Fees.

14 Intellectual property

14.1 The Services, Products, Events, Website, or Content that We provide to You are to You alone and not for distribution to any other party. You may not sell, copy, modify, create derivative works based upon, distribute, publish, display, perform or transmit any of the Products or Content.
14.2 You acknowledge that We own and retain ownership rights to all registered and unregistered trademarks for “MINDQUIP LIMITED” and its logo and own or are an authorized licensee of all intellectual property rights for all Content provided through the Services, Products, Events, or Website. The Content is protected by copyright laws and treaties around the world.
14.3 No license is given to You and no intellectual property rights are transferred to You except as expressly stated in these Terms and Conditions. All rights not expressly dealt with under these Terms and Conditions are reserved to Us exclusively.

15 Customer reference

15.1 If You are not a natural person or You are acting on behalf of or as a representative of an entity, You agree that We may identify You as a recipient of Products, Services, Content, or Events and use Your logo in sales presentations, marketing materials, and Our Website for promotional purposes without the need for payment of any consideration thereof.

16 Audio and visual recording

16.1 Unless otherwise specified in the Terms of Engagement, You will not make, or permit the making of, any audio and/or video recording of Services, Products, Events, Website, or Content.
16.2 Unless otherwise specified in the Terms of Engagement, You may make, or permit the making of, still photographs of of Services or Events.
16.3 You will not share any still photographs of Services or Events publicly, or allow them to be shared publicly, without prior approval by Us.

17 Guarantees

17.1 Nothing in the Terms and Conditions or the Terms of Engagement shall restrict, modify or negate Your rights under the Consumer Guarantees Act 1993 where the Services, Products, Events, or Content acquired are of a kind ordinarily acquired for personal, domestic or household use or consumption and You are not engaging the Services, Products, Events, or Website for the purpose of a business.
17.2 The Parties agree that, where the Services, Products, Events, Website, or Content are provided for Your business purposes, the provisions of the Consumer Guarantees Act 1993 are excluded in relation to the Services, Products, Events, Website, or Content.

18 Rights of third parties

18.1 Nothing in the Terms and Conditions or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the provisions in these Terms and Conditions.

19 Governing Law and Jurisdiction

19.1 This agreement is governed by the laws of New Zealand and The Parties submit to the exclusive jurisdiction of the courts of New Zealand. The Parties hereby designate the courts of New Zealand as the courts of proper jurisdiction and venue of and for any and all lawsuits or other legal proceedings relating to the Terms and Conditions and hereby irrevocably consent to such designation, jurisdiction, and venue; and hereby waive any objections or defenses relating to jurisdiction or venue with respect to any lawsuit or other legal proceeding initiated in the courts of New Zealand.

20 Entire agreement

20.1 If any provision under these Terms and Conditions is determined to be unlawful and/or unenforceable, the other provisions of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect, unless the effect would contradict the clear intention of the parties, in which case the entirety of the provision will be deemed to be deleted.

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