Terms & Conditions

These are the General Terms and Conditions of MINDLOOT, a company with registered office at 1209 MOUNTAIN ROAD PL NE ALBUQUERQUE, NM 87110, business number EIN 98-1900456.

Article 1 — General

1. These general terms and conditions apply to all offers, quotes and agreements between the customer (the “Client”) and Mindloot, insofar as Mindloot has declared these conditions applicable, unless parties have deviated from them explicitly and in writing.
2. These terms supersede all previous versions and apply to all quotes, offers and contracts between Mindloot and the Client.
3. These terms and conditions are also set forth for the employees of the Client and the corresponding managers.
4. If a situation occurs that is not governed by these terms, it must be assessed according to the spirit of these terms and conditions.

Article 2 — Quotes and offers

1. All quotes and offers by Mindloot are without obligation until accepted by the Client. Acceptance is realised when the Client signs a written agreement (e.g. a “service agreement”, “statement of work”, or “cooperation agreement”). The signed agreement supersedes all previous agreements, both verbal and written.
2. Mindloot may not be held to its quotes or offers if the Client could reasonably have been expected to realise that the quotes or offers (or elements thereof) contained an error or oversight.
3. Prices set forth in the agreement are exclusive of taxes (including VAT where applicable) and other statutory levies and costs that may be incurred in the context of the agreement (including travel, accommodation, postage and administration), unless stated otherwise.
4. A pricing overview does not oblige Mindloot to carry out a part of the task for a corresponding percentage of the price given. Offers or quotes do not automatically apply to future orders.

Article 3 — Contract duration, lead times, execution and modification

1. The agreement is entered into for the duration specified in the applicable agreement, unless the nature of the agreement leads to this changing or parties agree otherwise explicitly and in writing.
2. Delivery dates and timelines are indicative and not binding. Delivery delays shall not entitle the Client to compensation of damages, a reduction in price, nor annulment of the agreement.
3. If Mindloot requires data (information, documents, originals, images, log-ins, etc.) from the Client, the execution period shall not commence until the Client has provided such data correctly and entirely, within 5 working days unless agreed otherwise.
4. Mindloot may outsource certain tasks to third parties.
5. Mindloot may execute the agreement in various phases and invoice the corresponding phases individually.

Article 4 — Suspension, dissolution and interim termination

1. Mindloot is entitled to suspend its obligations or dissolve the contract if the Client is guilty of a major contractual failing and does not rectify it within 8 days after receipt of a notice of default (by email or registered post).
2. Non-payment of one or more invoices by the due date shall always be regarded as a major contractual failing.
3. Upon termination of the agreement, the Client shall pay for all services provided by Mindloot, as well as costs incurred by Mindloot as a result of the termination.
4. Nevertheless, each party shall provide the other party with a reasonable period to resolve shortcomings and to initially seek an amicable arrangement.
5. The agreement can be terminated at all times by email or in writing, one month prior to the end of the ongoing contract. Without this termination, the contract shall be tacitly extended by one month, unless agreed otherwise.
6. Projects put “on hold” by either party shall not lead to suspension of payments.
7. If either party cancels an order entirely or partially, the ordered or prepared items, plus any transport and delivery costs incurred and the labour time reserved for execution, shall be fully invoiced to the cancelling party, unless otherwise agreed.

Article 5 — Force majeure

1. Mindloot cannot be held liable for shortcomings in the execution of the agreement that are attributable to force majeure.
2. Force majeure includes all external forces, foreseen or unforeseen, upon which Mindloot can exercise no influence and as a result of which Mindloot is not able to fulfil its obligations.
3. This includes erroneous or non-compliance with the agreement by third parties or by the Client themselves.
4. Mindloot may suspend its obligations for the duration of the force majeure. If this period extends longer than two months, each party may dissolve the agreement without any obligation to provide damages to the other party.

Article 6 — Payment and debt-collection costs

1. Unless agreed otherwise, payment must be made within 30 days of the invoice date, using the payment method set forth by Mindloot. Mindloot is entitled to invoice periodically.
2. All invoices must be paid by the due date by bank transfer to Mindloot (or as otherwise indicated in the invoice).
3. Every payment will be offset against the oldest outstanding invoice, and first against any interest and costs owed. Permitted discounts shall be cancelled if these terms and conditions are not respected.
4. Third-party costs (e.g., paid registrations, domain registration, hosting, software licenses, media/ads budgets, conversion fees, etc.) shall be invoiced to the Client unless it has been agreed that these costs shall be charged directly to the third-party supplier.
5. Mindloot must be notified of any disputes within seven working days of sending an invoice (by email or registered post). A dispute cannot lead to a delay or the suspension of payments.
6. If the Client remains in default, the Client shall be considered legally defaulting and shall owe interest and collection costs as permitted by applicable law.

Article 7 — Retention of title

1. All items supplied by Mindloot in the context of the agreement remain the property of Mindloot until the Client has correctly fulfilled all obligations from the agreement(s) made with Mindloot.
2. Items supplied by Mindloot which fall under retention of title may not be sold on or used as a method of payment.

Article 8 — Liability

1. In the event that Mindloot is liable, this liability is limited to what has been specified in this section.
2. Mindloot is not liable for any damage created as a result of Mindloot making assumptions on the basis of incorrect and/or incomplete data supplied by or on behalf of the Client.
3. Mindloot cannot be held liable for damage to third parties caused by the Client, arising from the usage (lawful or otherwise) of products or services.
4. Mindloot cannot be held liable for damage caused by the Client or by third parties (e.g., hosting providers, platforms, search engines, affiliates, etc.).
5. Mindloot is not liable for indirect or incidental damage or loss of income that the Client may suffer as a result of the supply of services during the agreement period.
6. If Mindloot is found liable for any damage, Mindloot’s liability shall be limited to a maximum of the total value of the agreement at hand, unless otherwise required by law.
7. Mindloot is exclusively liable for direct damage or gross negligence in the execution of the agreement.
8. Mindloot offers no guarantee of success, profit, or results. Results may be influenced by external factors over which Mindloot has no control (including Client actions and third parties). The Client acknowledges that competition, market conditions, and platform changes can affect outcomes.
9. To achieve targets set in the agreement, Mindloot may depend on services and software of other parties. Budgets provided in advance (including media/ads budgets) are indicative and third-party invoices shall serve as actual amounts and quantities.

Article 9 — Intellectual property

1. “Intellectual property” means all intellectual, industrial and other property rights (registered or unregistered), including but not limited to copyright, related rights, trademarks, trade names, logos, designs, models, patents, patent applications, domain names, know-how, database rights and software.
2. The Client guarantees the accuracy and completeness of all material and information (in any form) made available for execution of the agreement, and guarantees that its use does not breach legislation or third-party rights. The Client indemnifies Mindloot against any third-party claims related to such materials.
3. In the event of revisions by the Client (or third parties) to a website, tool or system where Mindloot supplies services, the Client shall notify Mindloot immediately.
4. The Client acknowledges that Mindloot’s practices and services could be influenced or hindered due to modifications about which Mindloot was not notified.
5. Mindloot cannot be held liable for consequences of complete or partial shortcomings by the Client in fulfilling obligations set forth under the agreement.

Article 10 — Applicable law and competent court

1. All legal relationships to which Mindloot is party shall be subject exclusively to the laws of State of New Mexico and the United States of America, even if an obligation is fulfilled entirely or partially abroad or if the party involved is resident of another country.
2. Parties shall only approach the court once they have exhausted all reasonable possibilities for resolving the dispute between themselves.

Questions about these Terms? Contact us at contact@mindloot.tech.

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