Terms & Conditions
These terms govern your use of the 3idhMinds website, our software products and any services we deliver. By engaging us or subscribing to a product you accept them.
01Definitions
"We", "us" and "3idhMinds" mean 3idhMinds. "You" or "Client" means the person or company engaging us. "Services" means development, automation, consulting and support work. "Products" means our subscription software. "Statement of Work" or "SOW" means the written scope, price and timeline for an engagement.
02Engagements and scope
Every engagement is defined in a Statement of Work signed by both parties. The SOW takes precedence over these terms where the two conflict. Work outside the agreed scope requires a written change note stating additional cost and revised timeline, approved by you before it starts.
03Client responsibilities
Delays caused by outstanding client inputs move the delivery date by an equivalent period.
- Provide timely access to systems, accounts, data and stakeholders required for delivery.
- Nominate a single decision-maker empowered to approve milestones.
- Review deliverables and provide consolidated feedback within 5 business days of submission.
- Ensure you have the rights to any content, data or credentials you supply to us.
04Fees and payment
Fees are stated in the SOW, exclusive of applicable taxes. Projects are invoiced 40% on signature, 30% at the midpoint milestone and 30% on handover. Retainers are invoiced monthly in advance. Product subscriptions are billed monthly in advance on the subscription anniversary.
Invoices are payable within 7 days. Overdue amounts may attract interest of 1.5% per month and we may suspend work or product access after 14 days of non-payment, following written notice.
Third-party costs such as hosting, licences, telephony and paid APIs are billed to your own accounts where possible, or passed through at cost.
05Intellectual property
On full payment, you own the custom source code, designs and documentation created specifically for you under the SOW. We retain ownership of our pre-existing tools, libraries, frameworks and product code, and grant you a perpetual, non-exclusive licence to use them as embedded in your deliverable.
Product subscriptions grant a non-transferable right to use the Product during the subscription term. They do not transfer ownership of the Product.
06Confidentiality
Each party will protect the other's confidential information, use it only to perform the agreement, and not disclose it to third parties except to personnel and sub-processors bound by equivalent obligations. This survives termination by three years.
07Acceptable use
We may suspend an account that breaches this section, with notice where circumstances allow.
- Do not use our Products to send unlawful, deceptive or unsolicited bulk communications.
- Do not attempt to reverse engineer, resell or circumvent usage limits of a Product.
- Do not upload malware or content that infringes third-party rights.
- Comply with applicable telemarketing, email and data protection laws in your market.
08Warranties
We warrant that services are performed with reasonable skill and care by qualified personnel, and that deliverables will materially conform to the SOW for 30 days after handover. Defects reported in that window are corrected at no charge. Beyond that, Products and services are provided on an as-is basis to the extent permitted by law.
09Limitation of liability
Neither party is liable for indirect, incidental or consequential loss, including lost profits or data, however arising. Our aggregate liability under an engagement is limited to the fees paid by you in the 6 months preceding the claim. Nothing limits liability for fraud, wilful misconduct, or anything that cannot be limited by law.
10Term and termination
Either party may terminate a retainer or product subscription with 30 days' written notice. Fixed-scope projects may be terminated for convenience with payment for work completed to the termination date plus committed third-party costs. Either party may terminate immediately for material breach not cured within 15 days of written notice.
On termination we hand over completed deliverables, repository access and documentation for all work that has been paid for.
11Governing law
These terms are governed by the laws applicable at our registered place of business, and both parties submit to the exclusive jurisdiction of those courts. The parties will attempt good-faith resolution for 30 days before commencing proceedings.
12Changes
We may update these terms. Changes apply to new engagements immediately and to existing subscriptions 30 days after notice. Signed Statements of Work are unaffected.
