In short
- These terms are a contract between MINDSCROLLERS LLC and the business you act for.
- The work is what the quote, proposal or shop listing says plus your completed intake, and nothing else is included.
- Shop purchases are paid at checkout through Stripe, and quoted work is invoiced as the quote says, due net 30.
- Accounts, domain and code sit in your name from the start, and you own each deliverable once its invoice is paid.
- Ad spend goes from your own payment method straight to Google and Meta, with no markup, and we do not promise rankings, traffic or sales.
- Our liability is capped at what you paid us in the previous 12 months. Wyoming law applies. If you are a consumer, the consumer protection rules of your own country still apply.
The company
Who 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 quote and proposal we send, every purchase in the shop at mindscrollers.com, and every use of the client dashboard at mindscrollers.com/projects. You accept them when you buy in the shop, sign or approve a quote or proposal in writing, or log in to the dashboard.
Where a quote or proposal you have signed or approved in writing conflicts with these terms, the quote or proposal prevails on that point.
By buying in the shop or approving a quote you confirm that you are acting for a business and have the authority to bind it.
The shop and the client dashboard
You buy fixed-scope services through Stripe Checkout, a payment page hosted by Stripe. Items are one-time purchases or monthly subscriptions, as the listing says. Stripe collects your card details and billing address. We never see or store full card numbers.
After a purchase we create an order record and a project ticket and email a confirmation to the address that paid. To open the dashboard you request a login link at mindscrollers.com/projects. It is emailed to the same address and is valid for 20 minutes. The dashboard holds your intake answers, our messages, the files you upload (up to 20 MB per upload) and the delivery status. Subscribers manage or cancel a subscription in the Stripe billing portal, reached from mindscrollers.com/shop/manage.
- The dashboard is for the business that paid. Do not share the login link, 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.
Scope of the work
The work is defined in writing: the quote or proposal, or for shop purchases the listing description plus the intake you complete after checkout. 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 a listing or 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 milestone in your ticket; later milestones get a confirmed start date when the one before is delivered.
- Revisions
- Each deliverable includes the number of revision rounds stated in its scope. Further rounds are quoted separately.
Your 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, WordPress admin, 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 the email account you use for the dashboard secure. Anyone who controls that mailbox can request a login link.
- Follow the policies of Google, Meta, WordPress and any other platform we work in for you, and the advertising, consumer and data protection laws that apply to your business.
Payment
Shop purchases are paid in full at checkout through Stripe. Subscriptions renew monthly until you cancel them in the Stripe billing portal, reached from mindscrollers.com/shop/manage. 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
- Invoices are due net 30 from the invoice date unless the quote says otherwise.
- Payment methods
- Stripe (card and online payment page) and bank transfer via Wise.
- Currency
- The currency stated on the quote, proposal or shop listing. The shop lists prices in USD. 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.
Late 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 site launch or file handover of an unpaid milestone, 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.
Paused time does not extend a subscription. The delivery clock resumes when payment arrives.
Ad 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 management fee on the quote or listing, 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 any other third-party cost. You buy them in your own name and pay the supplier directly, unless the quote says a cost is included.
Intellectual property
Accounts, domain, hosting and the code repository are created in your name from the start of the engagement. You own each deliverable we make for you, the site, designs, copy, campaign structures and automations, once the invoice for that milestone is paid. For an unpaid milestone 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 and stock media, 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.
Confidentiality
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.
No 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. 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.
Limitation 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.
Indemnity
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.
Ending the engagement
- Shop subscriptions
- You cancel at any time in the Stripe billing portal, reached from mindscrollers.com/shop/manage, with no notice period. The subscription ends with the current paid period.
- Quoted retainers
- Either side ends them with 30 days written notice to info@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 fixed-scope work ends
- A milestone 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 milestone 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.
Governing 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.
General
- Entire agreement
- These terms, the quote or proposal, the shop listing you bought from, 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 purchases made 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 subscription or a retainer, a material change applies from the first renewal after we have emailed you 14 days notice, and you may cancel 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 order, quote or renewal it concerns.
- Notices
- Notices to us go to info@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 order 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.
Contact
These terms are issued by MINDSCROLLERS LLC, a Wyoming limited liability company, 30 North Gould Street, Sheridan, WY 82801, United States. Questions about a quote, an invoice or these terms go to info@mindscrollers.com or +30 693 115 1063, and you get an answer in writing within one business day.