Terms of service

01Who these terms are between

These terms are a contract between MINDSCROLLERS LLC, a Wyoming limited liability company which uses the brand name MindScrollers, and you. 'We', 'us' and 'our' mean MINDSCROLLERS LLC. 'You' and 'your' mean the client: a business, or an adult acting for one, that buys a service from us.

They apply to every Startup project, every quote and proposal we send, and every use of the client dashboard at mindscrollers.com/client. You accept them when you accept a Startup place in writing, sign or approve a quote or proposal in writing, pay an invoice that refers to them, or sign in to the dashboard.

Where a quote, a proposal or a Startup offer you have accepted in writing conflicts with these terms, that document prevails on that point.

By applying for Startup, accepting a place or approving a quote you confirm that you are acting for a business and have the authority to bind it.

02Startup

Startup is our one package, at the price published on mindscrollers.com/shop. It is sold by application, not by card checkout, and it runs in the stages the shop page shows, from research to the support period after launch.

Application

You apply on the shop page. An application is not an order and costs nothing. A person reads it and answers in writing within one business day, Monday to Friday. We may decline an application, for example when no place is left in the year or the idea is outside what we build.

Acceptance

The contract is made when we offer you a place in writing and you accept it in writing, by email or in the client dashboard. The offer names the price and refers to these terms and to our Refund policy.

The core

Every Startup includes the parts listed on the shop page as in every Startup: research, brand, name and domain check, the specification, the design, the content, tracking, launch, the setup of the Google and Meta ad accounts and campaigns, and support for the number of days the shop page states, counted from launch.

One build

Every Startup includes exactly one build: a website, an online store, a custom web application or a booking system. It is chosen with you in the Strategy and plan stage and written into the specification you accept. A second build, or a switch to another build after you accept the specification, is a change of scope and is quoted separately.

Three invoices

The price is paid in three invoices of 40, 30 and 30 percent, issued in US dollars through Stripe. The first is issued when you accept your place, and research starts once it is paid and your intake is complete. The second is issued when you approve the design prototype, before the build starts. The third is issued when the build is ready and reviewed, before launch. Each invoice is due by the date it shows, and the work it pays for starts only once it is paid.

Payment stages

For payment, ownership and refunds a Startup has three stages, one for each invoice: research, brand, plan and design; then the build and the content; then launch and the support period. Each stage starts on the date we confirm to you in writing in your project room. Our Refund policy sets out when each stage is refundable.

Refunds

An invoice is refunded in full on request before the confirmed start date of the stage it pays for. From that date the stage is in progress and its invoice is not refundable, except where delivered work misses its written scope and we cannot fix it. The full rules are in our Refund policy at mindscrollers.com/refund-policy.

Ownership

Accounts, domain, hosting and the empty code repository are opened in your name before the work needs them. The code and the credentials are in your accounts from the first milestone of the build. You own what a stage delivers once the invoice for that stage is paid.

Support period

After launch: fixes inside the written scope, small changes, a written report every month, and the ad campaigns kept running on the budget you approve. Anything else is quoted before it starts.

The shop page as it stood on the day we offered you a place, the specification you accept and your completed intake are the written scope of your Startup.

03The client dashboard

Once you accept a place or a quote, your project gets a room in the client dashboard at mindscrollers.com/client. You sign in there with one of the methods the page offers. The dashboard holds your intake answers, our messages, the files you upload (up to 20 MB per upload) and the delivery status.

• The dashboard is for the business that engaged us. Do not share your sign-in, and upload only files you have the right to share, free of malware and unlawful content.
• We may suspend dashboard access for misuse, for an overdue invoice as described under Late payment, or for an open chargeback on delivered work as described in our Refund policy at mindscrollers.com/refund-policy.

Personal data is covered by our Privacy policy at mindscrollers.com/privacy-policy.

04Scope of the work

The work is defined in writing: for Startup, the written scope described under Startup; for other work, the quote or proposal; in both cases plus the intake you complete. Anything not written there is not included, however reasonable it might seem to assume it.

We agree changes to the scope in writing, in the dashboard or by email. A change may alter the price and the delivery time, and we tell you both before we start on it.

Delivery clock

The delivery time on the shop page or a quote starts when your intake is complete, not on the day of payment. Within one business day of that we confirm the start date of the first stage in writing in your project room; later stages get a start date, confirmed the same way, when the one before is delivered and, for Startup, its invoice is paid.

Revisions

Each deliverable includes the number of revision rounds stated in its scope. Further rounds are quoted separately.

05Your responsibilities

Most delays come from access and content arriving late. You agree to the following.

• Give us the access the scope needs, on time, through your own accounts: Meta Business Manager partner access, Google Ads access, the admin of your site, hosting or SFTP, and DNS where needed. Accounts, domains and code stay in your name. While we wait for access, the timeline pauses.
• Supply the content, brand assets and product data the scope depends on, in the format we ask for. While we wait for content, the timeline pauses.
• Approve a deliverable or send feedback within 5 business days. Otherwise the timeline pauses, and after 30 days of silence we may close the project as delivered.
• Confirm that you own, or have the right to use, everything you send us: text, images, video, logos, product data and customer lists.
• Keep your sign-in to the dashboard secure: the email account you use, your password if you set one, and the Google or Facebook account you sign in with.
• Follow the policies of Google, Meta and any other platform we work in for you, and the advertising, consumer and data protection laws that apply to your business.

06Payment

Startup is paid in the three invoices described under Startup. Quoted work is invoiced as the quote states: a deposit, a monthly amount, or milestones, the stages of the project, which our Refund policy calls stages.

Due date

Each invoice is due by the date it shows. An invoice that shows no due date is due 30 days from the invoice date.

Payment methods

Stripe, by card or by bank transfer on the invoice's payment page, or a bank transfer to our Wise account where the invoice gives those details.

Currency

US dollars, the currency of the shop page and our invoices. A quote may use another currency.

Taxes

Prices exclude taxes unless stated. VAT, sales tax and similar taxes are added where the law requires. Stripe may calculate tax from your billing address where that is enabled.

Bank charges

You pay your own bank and currency conversion charges so that we receive the full invoiced amount.

07Late payment

If an invoice is not paid by its due date:

• Interest accrues at 1.5 percent per month from the due date, or at the highest rate the law allows if that is lower.
• We send a written reminder. If the invoice is still unpaid 10 days after that reminder, we may pause the work, dashboard deliveries and dashboard access until the account is settled.
• We may withhold the deliverables that have not been paid for, including the launch or the file handover of an unpaid stage, until the overdue invoice is paid. What already sits in your accounts stays yours.
• You cover the reasonable costs of collecting the debt, including collection agency and legal fees.

The delivery clock pauses while an invoice is overdue and resumes when payment arrives.

08Ad spend and third-party costs

Ad spend is what the platforms charge to show your ads. It goes from your own payment method straight to Google and Meta, with no markup, on your own ad account, and the same applies to any other platform. It never passes through us.

• It is not our revenue. Our fee is the price on the shop page or the quote, nothing else.
• Because we never hold your ad spend, we cannot refund it. Any refund is between you and the platform, whose terms govern the ad account, its billing and any credit it extends to you.

The same applies to hosting, domains, plugins, themes, stock media and music, the email sending platform, payment processing fees and any other third-party cost. You buy them in your own name and pay the supplier directly, unless the quote or the Startup offer says a cost is included.

09Intellectual property

Accounts, domain, hosting and the code repository are created in your name from the start of the engagement, and the code sits in your accounts from the first milestone of the build. You own each deliverable we make for you, the site or application, designs, copy, campaign structures and automations, once the invoice for the stage it belongs to is paid. For an unpaid stage we may pause the work and withhold only the deliverables that have not been paid for. We do not reclaim what already sits in your accounts.

We keep our pre-existing materials: tools, templates, code libraries and know-how. Where they end up inside a deliverable, you may use and modify them as part of that deliverable for as long as you like, at no fee. We may keep using them for other clients. You may not pull them out and sell them on their own.

• Open-source and third-party components, including WordPress and its plugins and themes, fonts, stock media and music, keep their own licences.
• You grant us a licence to use the materials you supply for the sole purpose of doing the work.
• We may name you as a client and show the finished work in our portfolio. Tell us in writing at any time and we stop.

10Confidentiality

Both sides keep the other's confidential information private: non-public business, technical and financial information, access credentials, customer data, and anything obviously confidential. Each side uses it only for the engagement and shares it only with people who need it and are bound by the same duty.

The duty does not cover:

• Information that is already public, unless the receiving side made it public.
• Information the receiving side already had, or worked out on its own.
• Information the law requires it to disclose. It tells the other side first where the law allows.

How long it lasts

3 years after the engagement ends.

Credentials

For as long as we hold them. We delete them and remove our access when the engagement ends or when you ask.

Personal data

For as long as we hold it. Where we process personal data on your behalf, for example a customer list uploaded for an audience, we sign a data processing agreement with you before that work starts.

11No guarantee of results

We deliver the written scope with reasonable skill and care. We cannot promise outcomes that depend on markets and third parties.

• We do not promise rankings, traffic, conversion rates, return on ad spend or any other performance figure, even where a forecast appears in a proposal or a plan. A forecast is an estimate, not a warranty.
• We do not promise platform approvals. Google, Meta and the others change their rules without notice and may reject, restrict or suspend accounts for reasons we cannot control.

If a deliverable does not meet its written scope, tell us in writing. We fix it at no cost. If we cannot, our Refund policy at mindscrollers.com/refund-policy applies, and that is the remedy.

12Limitation of liability

Our total liability to you for an engagement is capped at the fees you paid us in the 12 months before the event that caused the claim. The cap applies however the claim is framed.

We are not liable for indirect loss, lost profit or revenue, ad spend, or data lost by a third-party platform or host. This applies even if you told us such a loss was possible.

Nothing in these terms limits liability that the law does not allow to be limited: fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence.

13Indemnity

You cover us for claims, losses and reasonable legal costs caused by content, data or instructions you supplied, or by your breach of a platform policy or the law. For example:

• A claim that content you supplied infringes someone else's rights.
• A claim that your customer data was collected unlawfully.
• A claim that a campaign you told us to run broke advertising rules.

We tell you promptly about any such claim, let you take over the defence if you wish, and do not settle without your agreement.

14Ending the engagement

Startup

You may stop a Startup at any time by written notice. An invoice for a stage that has not reached its confirmed start date is not issued, or is refunded in full if you have paid it. The stage in progress is not refundable, and you receive what it has delivered once it is paid for. Either side may also end it for a serious breach, as described for fixed-scope work below.

Quoted retainers

Either side ends them with 30 days written notice to hello@mindscrollers.com or to the email on your quote. The notice period is 30 days from the day we receive your email.

Fixed-scope work

Either side can end it if the other seriously breaks these terms and does not put it right within 14 days of written notice. You may also stop fixed-scope work at any time by written notice. What is refunded then follows the next item.

Refunds when work ends

A stage is refunded in full on request at any time before its confirmed start date. From that date it is in progress and not refundable. Started means the confirmed start date has arrived, not that you have paid. A stage that misses its written scope is fixed at no cost first. The full rules are in our Refund policy at mindscrollers.com/refund-policy.

When an engagement ends, you pay for the work done to date, you receive what has been paid for, and any refund follows our Refund policy at mindscrollers.com/refund-policy. We hand over the accounts, files and credentials that are yours and remove our access.

The sections on payment, intellectual property, confidentiality, liability, indemnity and governing law survive the end of the engagement.

15Governing law and disputes

These terms are governed by the laws of the State of Wyoming, United States. The courts in Wyoming have jurisdiction over any dispute arising from them.

Before either side starts a claim, we both try in good faith to settle the matter in writing for 30 days from the day one side notifies the other.

If, despite the confirmation under Who these terms are between, you are in fact a consumer, the consumer protection rules of the country where you live still apply. You may also bring a claim in the courts of that country.

16General

Entire agreement

These terms, the Startup offer with the shop page as it stood that day or the quote or proposal, the specification you accepted, the intake you completed, and our Refund policy and Privacy policy are the whole agreement between us. They replace any earlier discussion.

Changes to these terms

We post the new version at mindscrollers.com/terms-of-service with a new effective date. A new version applies to places offered and quotes approved after that date. An engagement already under way stays under the version you accepted unless you agree to the new one in writing. For a retainer, a material change applies from the first renewal after we have emailed you 14 days notice, and you may end it before then. Material means a change to price, payment, ownership, liability or governing law. A dispute is handled under the version of these terms that applied to the offer, quote or renewal it concerns.

Notices

Notices to us go to hello@mindscrollers.com or to the email on your quote. A notice sent by email counts as received on the day it arrives, or the next business day if it arrives outside business hours. Notices to you go to the email on your offer or quote.

Assignment

Neither side may transfer this agreement without the other's written consent, except to a successor that takes over the whole business.

Severability

If a court finds part of these terms unenforceable, the rest stays in force.

No waiver

Not enforcing a right straight away does not give that right up.

Force majeure

Neither side is liable for delay caused by events outside its reasonable control, such as a platform outage or a change in law. Payment obligations are not excused.

Language

The English text of these terms governs. Any translation is for convenience only.

17Contact

These terms are issued by MINDSCROLLERS LLC, a Wyoming limited liability company, 30 North Gould Street, Sheridan, WY 82801, United States. Questions about a Startup offer, a quote, an invoice or these terms go to hello@mindscrollers.com or +30 693 115 1063, and you get an answer in writing within one business day.