Version 3 – Last updated 31 August 2026

1. These Terms

These terms and conditions, together with the documents referred to in them (the Terms), govern the purchase of and access to Mindtools Kineo products and online services made available for purchase through our Website.

Depending on the product selected at checkout, these Terms apply to:

a. an Individual Subscription;

b. a Student Plan;

c. Mindtools for Teams;

d. a One-Time Purchase; or

e. any other product or subscription expressly made available under these Terms.

The particular product, Subscription Term, price, currency, billing frequency, number of Authorised Users and any other product-specific terms applicable to your purchase will be displayed on the relevant product page and/or at checkout in the Order Summary.

The Order Summary forms part of your contract with us.

Please read these Terms carefully before completing your purchase.

By creating an account, placing an order or otherwise purchasing a Service, you agree to these Terms and acknowledge that they are legally binding.

Where you purchase a Service as an individual for purposes wholly or mainly outside your trade, business, craft or profession, you are referred to in these Terms as a Consumer.

Where you purchase Mindtools for Teams, the identity of the Customer will be determined in accordance with the definition of Customer and section 9. Where you purchase another business product on behalf of a company, university, college, government body or other legal entity, you confirm that you have authority to enter into these Terms on its behalf.

Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded, restricted or modified under applicable law.

1.1 Definitions

In these Terms:

AI Feature means any functionality within the Service that uses artificial intelligence or machine-learning technologies to generate, recommend, personalise, analyse or otherwise assist with content, learning, feedback or other outputs.

Authorised User means an individual authorised to access a Service under an Individual Subscription, Student Plan or Mindtools for Teams subscription, as applicable.

Consumer has the meaning given in section 1.

Content Hub means the Mindtools Kineo digital learning content platform through which Authorised Users may access courses, learning resources and other content included within the applicable subscription.

Customer means the person purchasing an Individual Subscription or Student Plan and, for Mindtools for Teams:

a. where the relevant Group is a company, institution or other legal entity and the purchaser is acting on its behalf, that legal entity; or

b. where the relevant Group does not have separate legal personality, the person completing the purchase.

Data Protection Legislation means all applicable laws, regulations and legally binding requirements relating to privacy, data protection and the processing of Personal Data applicable to either party in connection with these Terms, including applicable UK, European, Australian, New Zealand, United States and other privacy and data protection laws.

Fees means the applicable amounts payable for the Service as displayed in the Order Summary.

Group means the business, educational institution, college, university, government body, organisation, association, club, team or other group or affiliation for whose use Mindtools for Teams is purchased.

Individual Subscription means a subscription purchased by a Consumer for their own personal use, excluding a Student Plan.

Intellectual Property Rights means all intellectual property and proprietary rights, including copyright, database rights, trade marks, design rights, patents, rights in software, confidential information and know-how, whether registered or unregistered.

Mindtools for Teams or MFT means the Content Hub subscription made available for use by a Group by the number of Authorised Users specified in the Order Summary.

One-Time Purchase means a Service purchased for a single payment rather than on a recurring subscription basis.

Order Summary means the product and payment information displayed to the Customer before purchase, including the applicable Service, price, currency, billing frequency, Subscription Term and, where applicable, number of Authorised Users.

Personal Data means personal data, personal information or any equivalent concept under applicable Data Protection Legislation relating to an identified or identifiable individual.

Service means the applicable Mindtools Kineo online product, Content Hub subscription, Student Plan, Mindtools for Teams subscription, One-Time Purchase or other product purchased through the Website.

Student Plan means the fixed-term Content Hub subscription made available to eligible students in accordance with Part B.

Subscription Term means the subscription period specified in the applicable Order Summary.

User means an individual who accesses or uses the Website or Service, including an Authorised User where applicable.

Website means the Mindtools Kineo website through which the applicable Service is offered for purchase.

we, us or our means Mind Tools Ltd, trading as Mindtools Kineo, and, where applicable to the relevant Service, its subsidiaries and affiliates operating under the Mindtools Kineo brand.

2. Information About Us and How to Contact Us

Mind Tools Ltd is registered in Scotland under company number SC202102, with its registered office at:

21 Young Street
Edinburgh
Scotland
EH2 4HU
United Kingdom

Mind Tools Ltd trades as Mindtools Kineo.

For questions concerning the Service or these Terms, please contact Customer Services at:

mtecustomerservices@mindtools-kineo.com

Personal information will be handled in accordance with our Privacy Policy, available through our Website.

3. Formation of the Contract

The information displayed on our Website constitutes an invitation to purchase a Service.

Before completing your purchase, the Order Summary will identify the Service selected and the applicable price, currency, Subscription Term, billing frequency and other material commercial information.

You are responsible for checking that the Order Summary is accurate before completing your purchase.

Your order is accepted when we issue confirmation of your purchase and/or activate the applicable Service.

The contract consists of:

a. these Terms;

b. the applicable Order Summary; and

c. any additional product-specific terms expressly identified to you before purchase.

If there is an inconsistency between the Order Summary and these Terms regarding the product selected, price, currency, Subscription Term, billing frequency or number of Authorised Users, the Order Summary will prevail for that purchase.

4. Provision and Use of the Service

We will provide access to the Service purchased by the Customer for the applicable Subscription Term or access period.

We will provide the Service with reasonable care and skill and use reasonable endeavours to maintain its availability.

We do not guarantee that the Service will always be uninterrupted or error-free.

The precise content, functionality and resources available may depend on the Service or subscription selected.

Unless expressly stated otherwise:

a. access is non-exclusive;

b. subscriptions and accounts are non-transferable;

c. account credentials must not be shared;

d. the Service may only be accessed by the applicable Authorised Users;

e. access ends when the applicable subscription or right of access expires or is terminated; and

f. Users must comply with reasonable security and account-management requirements notified by us.

You must promptly notify us if you become aware of unauthorised access to your account or believe that your credentials have been compromised.

We may implement reasonable technical, security or operational changes to the Service where necessary to maintain security, legal compliance, functionality or service performance, provided that we do not materially reduce the core functionality of a paid Service during a current fixed Subscription Term without reasonable justification.

4.1 Third-Party and User-Generated Content

Certain parts of the Service may allow Users or other third parties to submit, post, share or otherwise make available comments, responses, materials or other content (“User Content”).

While we may take reasonable steps to operate and administer the Service, we do not necessarily monitor, review, verify or approve User Content before it is made available. User Content represents the views or information of the person who submitted it and does not necessarily represent the views of Mindtools Kineo.

To the extent permitted by applicable law, we are not responsible for the accuracy, completeness, reliability or suitability of User Content that has not been created by us.

We may remove, restrict access to or take other appropriate action in relation to User Content where we reasonably consider that it breaches these Terms, infringes the rights of another person, is unlawful or may create a security, legal or operational risk.

Any interaction, arrangement or transaction entered into between Users or with a third party through or in connection with the Service is between the relevant parties. We are not a party to such an arrangement unless expressly stated otherwise.

Nothing in this section excludes or limits any responsibility or liability that cannot lawfully be excluded or limited.

5. Intellectual Property and Permitted Use

We and our licensors own or license all Intellectual Property Rights in the Website, Content Hub, Service, courses, text, images, video, audio, software and other content made available through the Service.

No ownership rights are transferred to the Customer or any Authorised User.

For the duration of the applicable subscription or access period, we grant the applicable Authorised Users a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for the purposes permitted by the applicable product.

For Individual Subscriptions and Student Plans, use is primarily for the individual’s personal learning and development. Where an Authorised User is a teacher, lecturer, trainer, academic or educator, they may also use reasonable extracts from the Service as supporting materials in teaching or educational activities carried out by them, provided that:

a. the use is incidental to their teaching or educational activity and does not amount to reproducing or distributing a substantial part of the Service;

b. the materials are not sold, licensed or made available as a substitute for access to the Service;

c. access credentials are not shared with students or other third parties;

d. any copyright, trade mark or proprietary notices are retained; and

e. the use otherwise complies with these Terms and applicable law.

This permission does not permit the systematic downloading, copying, republication or creation of a competing content library or service.

For Mindtools for Teams, use is limited to the internal learning, development, educational, business, governmental, organisational or other non-public purposes of the applicable Group by its Authorised Users.

Except where expressly permitted by us or required by applicable law, you must not:

a. reproduce, sell, resell, sublicense, distribute or commercially exploit the Service or its content;

b. make the Service or content available to unauthorised third parties;

c. share, publish or distribute account credentials;

d. systematically extract, scrape, download or copy content except through functionality expressly provided by us;

e. reverse engineer, decompile, disassemble or attempt to derive source code, underlying algorithms or technical structure of the Service, except to the extent such restriction cannot lawfully be imposed; or

f. remove or alter copyright, trade mark or other proprietary notices.

PART A – INDIVIDUAL SUBSCRIPTIONS

6. Individual Subscriptions

An Individual Subscription is purchased by an individual for their own personal learning and development.

The applicable subscription price, billing period, free trial (if any), Subscription Term and renewal arrangements will be clearly displayed in the Order Summary before purchase.

6.1 Free Trials

Where an Individual Subscription includes a free trial, the duration of the trial and the price and billing arrangements that will apply when it ends will be displayed before signup.

Unless the Order Summary expressly states otherwise, if you do not cancel before the end of the free trial, the subscription will convert to the paid subscription shown at checkout and your registered payment method will be charged accordingly.

You may cancel through the Subscription & Billing section of your account or by contacting Customer Services.

Cancellation before the first paid subscription period begins will prevent the first subscription charge, subject to the specific trial terms displayed at checkout.

6.2 Automatic Renewal

Where the Order Summary states that an Individual Subscription automatically renews, it will continue for the renewal periods displayed at checkout until cancelled.

We will charge the applicable subscription price to your registered payment method in accordance with the billing frequency displayed in your Order Summary.

You may cancel at any time. Unless applicable law requires otherwise, cancellation will take effect at the end of the then-current paid subscription period and you will retain access until that date.

Where applicable law requires us to provide renewal reminders, additional disclosures or additional cancellation rights, we will do so.

PART B – STUDENT PLAN

7. Student Plan Eligibility

The Student Plan is available only to eligible students.

To purchase a Student Plan, you must provide a valid student email address associated with a recognised educational institution or otherwise satisfy any reasonable eligibility verification requirements notified by us.

We may use your student email address and other minimum information reasonably necessary to verify eligibility.

You must provide accurate information and must not misrepresent your student status or use another person’s student credentials.

The Student Plan is personal to the eligible student and may not be transferred, shared or resold.

We may reasonably verify eligibility for the Student Plan at registration and, where necessary, during the Subscription Term.

If we reasonably determine that eligibility information was false, misleading, fraudulent or used without authority, we may suspend or terminate the Student Plan in accordance with these Terms.

A genuine change in your student status after valid purchase will not, by itself, retrospectively invalidate your Student Plan unless otherwise expressly stated in the Order Summary.

8. Student Plan Term and Payment

The Student Plan is a fixed 12-month subscription, unless a different fixed term is expressly stated in the Order Summary.

The subscription Fee is payable in monthly instalments at the price and in the currency displayed at checkout.

By completing the purchase, you authorise us and our payment service provider to charge the applicable monthly instalment to your selected payment method each month during the Student Plan Subscription Term.

Payment by monthly instalments does not convert the Student Plan into a monthly subscription. It remains a fixed-term subscription for the period stated in the Order Summary.

8.1 No Automatic Renewal

The Student Plan does not automatically renew.

At the end of the applicable Subscription Term, the Student Plan will expire automatically and access will end unless you affirmatively choose to enter into a new subscription with us.

You do not need to cancel the Student Plan to prevent renewal.

Before expiry, we may contact you at your registered student email address to remind you that your subscription is approaching its end and explain the options available if you wish to continue using the Service.

No new subscription will be entered into and no payment will be taken for a period following expiry unless you affirmatively agree to the new subscription and applicable price.

8.2 No Contractual Free Trial

Unless expressly stated otherwise in the Order Summary, the Student Plan does not include a free trial.

Any statutory cancellation, withdrawal, cooling-off, refund or other consumer rights that cannot lawfully be excluded remain unaffected.

8.3 Early Cancellation

The Student Plan is a fixed-term commitment paid by monthly instalments and is not a month-to-month subscription.

Except where you exercise a statutory cancellation, withdrawal or other right that cannot lawfully be excluded, cancellation or cessation of use during the Subscription Term does not release you from Fees already due or from remaining monthly instalments payable for the committed Subscription Term.

If applicable law gives you a right to terminate the Student Plan early, we will comply with that right and any applicable refund requirements.

PART C – MINDTOOLS FOR TEAMS

9. Mindtools for Teams – Group Subscriptions

Mindtools for Teams is intended for use by groups of Authorised Users and may be purchased for a business, educational institution, college, university, government body, organisation, association, club, team or other group or affiliation (a Group).

The person completing the purchase confirms that they are authorised to purchase Mindtools for Teams for the relevant Group and to administer access for its Authorised Users.

Where the Group is a company, institution or other legal entity and the purchaser is acting on its behalf:

a. the purchaser confirms that they are authorised to act on behalf of and bind that entity;

b. the contract is entered into between us and that entity; and

c. that entity will be the Customer for the purposes of these Terms.

Where the Group does not have separate legal personality, the person completing the purchase will be the Customer and will be responsible for the Customer’s obligations under these Terms.

The number of Authorised Users included in the subscription will be displayed in the Order Summary.

Where a Customer requires negotiated procurement terms, a purchase order, security schedule, data processing agreement or other bespoke contractual documentation, those documents will apply only where expressly agreed by an authorised representative of Mindtools Kineo.

Terms printed on or incorporated into a Customer purchase order will not amend these Terms merely because the purchase order is issued or accepted for administrative purposes, unless expressly agreed by us in writing.

10. Mindtools for Teams – User Accounts

The Customer may provide us with the names, email addresses and other minimum information reasonably required to establish and administer accounts for the Group’s Authorised Users.

The Customer:

a. confirms that it is authorised to provide such information to us for account creation and administration;

b. is responsible for providing any privacy information or notice that it is required to provide under applicable Data Protection Legislation before providing that information to us;

c. must ensure information supplied is accurate and kept reasonably up to date;

d. must notify us where an Authorised User should no longer have access;

e. is responsible for ensuring its Authorised Users use the Service in accordance with these Terms; and

f. must not provide sensitive or special category Personal Data unless expressly requested or agreed by us and permitted by applicable law.

We may contact Authorised Users directly where reasonably necessary to create, activate, administer, secure or support their accounts and provide information concerning the Service.

Authorised Users may also be provided with or directed to our Privacy Policy when their account is created or activated.

10.1 Authorised User Numbers

The Customer must not permit more individuals to access the Service than the number of Authorised Users purchased.

User accounts are allocated to named individuals and must not be shared.

The Customer may request additional User licences during the Subscription Term, subject to availability, applicable Fees and any minimum or maximum User requirements displayed at checkout.

The Customer may request reassignment of a User licence where an individual leaves the Group or no longer requires access, subject to our reasonable account-administration and security requirements.

11. Mindtools for Teams – Term and Renewal

he initial Subscription Term, subscription price, billing frequency and number of Authorised Users will be displayed in the Order Summary.

Unless the Order Summary expressly states otherwise, Mindtools for Teams will automatically renew for successive subscription periods of the same duration as the initial Subscription Term, unless the Customer gives notice of non-renewal within the notice period specified in the Order Summary.

The applicable renewal price will be the price notified to the Customer in accordance with these Terms and applicable law.

Where reasonably practicable, we may send an advance renewal reminder to the Customer’s registered account contact.

Failure to receive a reminder does not affect an agreed automatic renewal except where applicable law requires otherwise.

Mindtools for Teams does not include a contractual free trial or any contractual cancellation right beyond those expressly stated in the Order Summary or these Terms.

Nothing in this section affects any statutory cancellation, withdrawal, cooling-off or other right or remedy that cannot lawfully be excluded.

Nothing in this section excludes any right or remedy that cannot lawfully be excluded.

PART D – PRICES AND PAYMENTS

12. Prices, Currency and Taxes

The applicable price, currency, billing frequency, Subscription Term and any taxes payable will be displayed in the Order Summary before purchase.

Prices may vary by country, region, subscription type and applicable taxes.

You will be charged in the currency displayed at checkout.

Where VAT, GST, sales tax or another applicable tax is required to be collected, it will be included in or added to the price as indicated at checkout.

Your bank, card issuer or payment provider may apply currency-conversion, international transaction or other charges. Those charges are outside our control and are not Fees charged by Mindtools Kineo.

12.1 Discounts and Promotional Offers

From time to time, we may offer discounts, promotional prices, promotional codes or other special offers in relation to particular Services.

Unless expressly stated otherwise in the applicable offer:

a. discounts and promotional offers are available only for eligible subscriptions or One-Time Purchases made through the Website;

b. they are available only to new Customers or new subscribers;

c. they cannot be combined with another discount or promotional offer;

d. they have no cash value and cannot be transferred, exchanged or retrospectively applied to a previous purchase; and

e. they are subject to any eligibility requirements, availability period, redemption limits or other conditions disclosed with the offer.

Where a discounted subscription subsequently renews, the renewal price will be the price disclosed in accordance with the applicable offer, Order Summary and these Terms.

We may withdraw or amend a promotional offer before it has been accepted, but doing so will not affect a discount already validly applied to a completed purchase.

13. Payment

You must provide a valid payment method where payment is required.

By providing a payment method and completing your purchase, you confirm that you are authorised to use that payment method and authorise us and our applicable payment provider to take payments in accordance with the price, billing frequency and Subscription Term displayed in the Order Summary.

Payments may be processed through third-party payment service providers and their applicable payment-processing partners.

For recurring subscriptions, payment authority continues until the subscription expires or is cancelled or terminated in accordance with these Terms.

For Student Plans, recurring payment authority applies only to monthly instalments payable during the fixed Student Plan Subscription Term and does not authorise automatic renewal beyond that term.

13.1 Failed Payments

If a payment is declined, reversed or otherwise unsuccessful, we may:

a. attempt to process the payment again;

b. contact you to request an alternative payment method; and/or

c. suspend access in accordance with section 16 if amounts properly due remain unpaid.

If an amount properly due remains unpaid, we may suspend access after reasonable notice until payment is received.

For a Student Plan, you must maintain a valid payment method capable of being charged for the monthly instalments falling due during the Subscription Term. Removing, cancelling or otherwise making your registered payment method unavailable does not cancel the Student Plan or release you from any instalment or other amount properly payable for the committed Subscription Term.

If your registered payment method becomes unavailable or a payment fails, you must provide a valid alternative payment method when reasonably requested by us. Subject to applicable law and the payment authority provided by you, we may retry an unsuccessful payment and/or charge an authorised replacement payment method associated with your account.

Suspension or cessation of access because of non-payment does not, by itself, cancel any amount already due or, in the case of a Student Plan, any remaining instalments payable for the committed Subscription Term.

Nothing in this section affects any statutory cancellation, termination, refund or other consumer right that cannot lawfully be excluded.

PART E – CANCELLATION, WITHDRAWAL, REFUNDS, SUSPENSION AND TERMINATION

14. Statutory Rights

Nothing in these Terms excludes, restricts or modifies any cancellation, withdrawal, refund, consumer guarantee or other right or remedy that cannot lawfully be excluded, restricted or modified under applicable law.

Your statutory rights may differ depending on the country in which you are located, the Service purchased and whether you purchase as a Consumer or on behalf of an organisation.

Where mandatory local law gives you greater protection than these Terms, that mandatory protection will apply to the extent required by law.

14.1 Cancellation of Individual Subscriptions

You may cancel an Individual Subscription, including any applicable free trial, at any time through the Subscription & Billing section of your account or by contacting Customer Services at:

mtecustomerservices@mindtools-kineo.com

Unless applicable law or the Order Summary provides otherwise, cancellation of a paid Individual Subscription will take effect at the end of the then-current paid subscription period.

You will continue to have access to the Service until the effective cancellation date.

Where your subscription is monthly, quarterly, annual or another period specified in the Order Summary, cancellation will prevent the subscription from automatically renewing for a further subscription period but will not ordinarily result in a refund for the current subscription period, subject to your statutory rights.

14.2 Cancellation of Free Trials

Where an Individual Subscription includes a free trial, you may cancel before the date on which the first paid subscription period begins.

If you cancel within the applicable free-trial period, you will not be charged for the subsequent paid subscription.

If you do not cancel before the free trial expires, your subscription will convert to the paid subscription identified in the Order Summary and you authorise us and our payment provider to charge the applicable Fees in accordance with the billing arrangements accepted at checkout.

14.3 Student Plan Cancellation

The Student Plan is a fixed-term subscription and not a month-to-month subscription, notwithstanding that the applicable Fee may be paid in monthly instalments.

You do not need to cancel your Student Plan to prevent renewal because it will automatically expire at the end of its fixed Subscription Term.

If you ask to stop using or cancel your Student Plan before expiry, this will not, by itself, release you from Fees already due or remaining monthly instalments payable for the committed Subscription Term.

This does not affect any statutory cancellation, withdrawal, refund or termination right that cannot lawfully be excluded.

14.4 Mindtools for Teams – Non-Renewal

A Mindtools for Teams Customer may prevent automatic renewal by giving notice of non-renewal within the period and by the method specified in the applicable Order Summary.

Unless otherwise agreed or required by law, non-renewal takes effect at the end of the then-current Subscription Term.

The Customer and its Authorised Users may continue to use the Service until that date, subject to these Terms.

Fees for the then-current committed Subscription Term remain payable and are non-refundable except where expressly provided by these Terms or required by applicable law.

14.5 Consumer Withdrawal and Cooling-Off Rights

If you purchase a Service as a Consumer, you may have a statutory cancellation, withdrawal or cooling-off right under the laws applicable in the country in which you reside. The applicable period and the circumstances in which that right applies may vary depending on your country of residence and the nature of the Service purchased.

Where applicable law provides a statutory cancellation, withdrawal or cooling-off period, we will honour that right in accordance with applicable legal requirements.

UK Consumers

If UK consumer law applies to your purchase, you will generally have a statutory right to cancel an applicable distance contract within 14 days after the day on which the contract is entered into, subject to applicable statutory exceptions and the specific rules applying to services and digital content.

Access during the cooling-off period

Where you choose to access or receive a Service during the 14-day cooling-off period, different statutory rules may apply depending on the nature of the Service.

If you expressly ask us to begin providing a service during the cooling-off period and subsequently exercise a valid statutory cancellation right, we may, where permitted by law, charge you an amount proportionate to the service provided up to the time you informed us of your decision to cancel.

Where digital content is supplied during the cooling-off period, we may ask you to provide any express consent and acknowledgement required by applicable law before supply begins. Where those statutory requirements are satisfied, you may lose your statutory right to cancel that digital content once supply begins.

Where applicable law requires an express request, consent or acknowledgement before immediate access or supply can affect your statutory cancellation rights, we will obtain this separately during checkout or activation.

Other jurisdictions

Consumers in other countries may have different or additional statutory cancellation, withdrawal, cooling-off or refund rights. We will honour those rights where they apply.

Nothing in this section excludes, restricts or limits any statutory cancellation, withdrawal, cooling-off, refund or other consumer right that cannot lawfully be excluded, restricted or limited.

14.6 One-Time Purchase Services

Where Mindtools Kineo offers a One-Time Purchase, the applicable price, content, access period and other material conditions will be displayed before purchase.

Any statutory cancellation or withdrawal right applicable to that purchase will apply in accordance with applicable consumer law.

Where you expressly request immediate supply of digital content before expiry of an applicable statutory cancellation period, we may request any consent and acknowledgement required by applicable law in relation to immediate supply and the resulting effect on cancellation rights.

14.7 Refunds

Except where:

a. required by applicable law;

b. expressly provided under these Terms;

c. expressly stated otherwise in the Order Summary; or

d. agreed by Mindtools Kineo in writing,

Fees paid for a subscription period that has commenced are non-refundable.

Where you are legally entitled to a full or partial refund, we will process the refund within the period required by applicable law and, where reasonably practicable, using the same payment method used for the original transaction.

Nothing in this section restricts any refund, consumer guarantee or remedy that cannot lawfully be excluded.

15. Customer Cancellation Does Not Affect Accrued Obligations

Expiry, cancellation or termination does not affect any rights or obligations that arose before the effective date of expiry, cancellation or termination.

In particular, amounts properly due before that date remain payable.

For a Student Plan, remaining monthly instalments relating to the committed fixed Subscription Term also remain payable following voluntary early cancellation, except where applicable law or these Terms provide otherwise.

16. Suspension

We may suspend your or an Authorised User’s access to all or part of the Service where reasonably necessary if:

a. we reasonably suspect misuse of the Service or a material breach of these Terms;

b. Fees properly due remain unpaid after the applicable payment date;

c. use of the Service creates or may create a material security, integrity or operational risk to the Service, Mindtools Kineo, other Users or third parties;

d. suspension is reasonably necessary to investigate actual or suspected fraud, unauthorised use or a security incident;

e. eligibility for a Student Plan has been obtained through false, misleading or unauthorised information; or

f. suspension is required by applicable law or by a court, governmental, regulatory or other competent authority.

Where reasonably practicable and lawful, we will notify the Customer of the suspension and, where appropriate, the steps required for access to be restored.

Where suspension results from breach, non-payment, fraud, misuse or another matter attributable to the Customer or its Authorised Users, Fees will continue to be payable during the suspension period to the extent permitted by applicable law.

We will restore access when the reason for suspension has been satisfactorily resolved, where restoration is appropriate.

17. Termination for Breach

We may terminate a subscription or access to a Service where the Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable period after receiving notice requiring it to do so.

We may terminate immediately where reasonably necessary in response to:

a. fraud or fraudulent activity;

b. unlawful use of the Service;

c. a material security threat;

d. intentional misuse of the Service;

e. material infringement of our or a third party’s Intellectual Property Rights; or

f. breach that is not capable of remedy.

To the maximum extent permitted by applicable law, where we terminate because of the Customer’s material breach, the Customer will not be entitled to a refund of Fees already paid for the affected subscription period.

Termination does not affect any other right or remedy available to us.

18. Discontinuation or Termination by Mindtools Kineo Without Customer Breach

We may discontinue a Service or terminate a subscription where reasonably necessary for legitimate business, operational, technical, security, legal or regulatory reasons.

Where reasonably practicable, we will provide appropriate advance notice.

Where we terminate a paid subscription without breach by the Customer before the end of a prepaid subscription period, we will refund the proportion of prepaid Fees attributable to the period after termination during which the Service is no longer available.

Where the Service is replaced with a substantially equivalent service and the Customer continues to receive the material benefit of the subscription, a refund may not be required, subject to applicable law.

Nothing in this section affects any statutory right or remedy.

PART F – DATA PROTECTION AND PRIVACY

19. Data Protection and Privacy

We will process Personal Data in connection with the Website and Service in accordance with our Privacy Policy and applicable Data Protection Legislation.

Our Privacy Policy explains, among other things:

a. the types of Personal Data we collect;

b. the purposes for which we process Personal Data;

c. the legal bases relied upon where applicable;

d. how Personal Data may be shared with service providers and other recipients;

e. international data transfers;

f. retention;

g. applicable privacy rights; and

h. how to contact our Data Protection Team.

Nothing in these Terms is intended to reduce any privacy or data protection right available under applicable law.

19.1 Student Plan Data

Where you purchase or apply for a Student Plan, we may process your student email address and other information reasonably necessary to:

a. verify eligibility for the Student Plan;

b. create and administer your account;

c. provide and secure the Service;

d. manage billing and payments;

e. provide customer support; and

f. communicate with you about your account and Student Plan.

This includes contacting you at your registered student email address before expiry to notify you that your Student Plan is approaching its end and explain the options available if you wish to continue using the Service.

These account, payment, security, expiry and subscription-administration communications are service communications and are separate from marketing communications.

No new subscription will be created merely because we send an expiry or renewal-option communication.

19.2 Mindtools for Teams – Authorised User Data

Where a Mindtools for Teams Customer provides us with Personal Data relating to proposed Authorised Users, including their names and email addresses, the Customer confirms that it is authorised to provide that information for the purposes of account creation and administration.

The Customer is responsible for providing any information or privacy notice that it is required to provide to those individuals before sharing their Personal Data with us.

We may process Authorised User information to:

a. create and administer accounts;

b. authenticate Users;

c. provide and secure the Service;

d. provide customer and technical support;

e. communicate with Users concerning their accounts and the Service; and

f. comply with applicable legal, security and operational requirements.

We will make our Privacy Policy available to Authorised Users.

The Customer must not provide sensitive or special category Personal Data about Authorised Users unless expressly requested or agreed by us and permitted under applicable Data Protection Legislation.

R. 19.3 Payment Information and Payment Providers

We use third-party payment service providers, ecommerce providers and payment-processing partners to facilitate payments, subscriptions, billing, refunds and related transaction services. These providers may change from time to time as our payment arrangements and Services develop.

Our providers may include Recurly and other payment, ecommerce or payment-processing providers. Further information about how Personal Data is processed in connection with payments is available in our Privacy Policy and, where appropriate, may also be provided during checkout.

Where you provide payment information during checkout, that information may be collected, transmitted, stored or otherwise processed by us and/or the applicable provider in accordance with applicable privacy, security and legal requirements.

We may appoint, replace or change payment, ecommerce or payment-processing providers where reasonably necessary for operational, technical, security, commercial or regulatory reasons, provided that we continue to comply with our obligations under applicable law.

We may receive and process payment-related information reasonably necessary to administer transactions, subscriptions, billing, payment status, refunds, fraud prevention and customer support.

Payment-card information may, depending on the payment arrangements used, pass through or be processed by Mindtools Kineo systems. Any payment information processed by us will be handled in accordance with our applicable security controls, Privacy Policy and legal obligations.

19.4 Service Communications and Marketing

We may send communications reasonably necessary to administer the Service, including:

a. account activation and administration;

b. security notices;

c. payment and billing information;

d. material service changes;

e. subscription-expiry notices;

f. renewal information;

g. support communications; and

h. other important information concerning an existing Service.

These communications are service or contractual communications and are separate from marketing communications.

Where applicable law requires consent or another lawful basis for electronic marketing, marketing communications will be managed separately in accordance with applicable law and our Privacy Policy.

You may unsubscribe from optional marketing communications without preventing us from sending communications reasonably necessary to administer your account, payments or subscription.

19.5 International Processing

Because Mindtools Kineo operates internationally and uses global service providers, Personal Data may be processed in countries other than the country in which you are located.

Where applicable Data Protection Legislation requires safeguards for international transfers, we will implement appropriate transfer mechanisms and safeguards as described in our Privacy Policy.

PART G – ARTIFICIAL INTELLIGENCE FEATURES

20. Artificial Intelligence Features

Certain parts of the Service may include or make available functionality that uses artificial intelligence or machine-learning technologies (AI Features).

AI Features may include, where applicable:

a. AI-assisted learning;

b. skills practice;

c. coaching;

d. recommendations;

e. summaries;

f. feedback;

g. simulations;

h. content generation; or

i. other AI-enabled learning functionality.

The particular AI Features available may depend on the Service or subscription purchased.

Where you interact directly with an AI Feature, we will provide appropriate information identifying the interaction as AI-enabled where required by applicable law.

20.1 AI Outputs

AI-generated or AI-assisted outputs are generated using automated and probabilistic technologies.

Such outputs may contain:

a. inaccuracies;

b. omissions;

c. biases;

d. incomplete information;

e. outdated information; or

f. other errors.

Outputs may also vary between Users or between separate uses of the same AI Feature.

AI Features and their outputs are intended to support learning, development and skills practice.

They are not intended to constitute, and should not be relied upon as, professional, legal, financial, medical, regulatory, employment or other specialist advice.

You are responsible for exercising appropriate judgement and, where relevant, independently reviewing and validating AI-generated outputs before relying upon them for any material purpose.

20.2 Acceptable Use of AI Features

You must not use an AI Feature:

a. for unlawful, fraudulent, harmful, discriminatory, abusive or deceptive purposes;

b. to infringe another person’s rights;

c. to attempt to circumvent or compromise safeguards, security controls or technical restrictions;

d. to introduce malicious code or otherwise interfere with the Service;

e. to make decisions that may have legal or similarly significant effects on another person without appropriate human review and lawful authority; or

f. in a manner prohibited by applicable law.

20.3 Information Submitted to AI Features

You must not submit through an AI Feature:

a. passwords or authentication credentials;

b. payment card information;

c. confidential information that you are not authorised to disclose;

d. sensitive or special category Personal Data;

e. trade secrets belonging to another person; or

f. any other information that you do not have authority to provide,

unless the applicable AI Feature expressly permits such information and its processing is authorised and lawful.

Where Personal Data is processed through an AI Feature, it will be handled in accordance with our Privacy Policy and applicable Data Protection Legislation.

20.4 Changes to AI Features

We may modify, restrict, suspend or discontinue an AI Feature where reasonably necessary for security, legal, regulatory, technical, operational or product-development reasons.

Where practicable, we will provide reasonable notice of a material change that significantly affects a paid Service.

Nothing in this Part excludes or limits rights or remedies that cannot lawfully be excluded.

PART H – WARRANTIES AND LIABILITY

21. Liability That Cannot Be Excluded

Nothing in these Terms excludes or limits our liability for:

a. death or personal injury caused by our negligence;

b. fraud or fraudulent misrepresentation; or

c. any other liability that cannot lawfully be excluded or limited.

Nothing in these Terms excludes, restricts or modifies any statutory consumer guarantee, warranty, remedy or other right that cannot lawfully be excluded, restricted or modified.

22. Consumer Customers

This section applies where you purchase an Individual Subscription or Student Plan as a Consumer and, where section 23.2 applies, where you purchase Mindtools for Teams as a Consumer.

If we breach these Terms or are negligent, we will be responsible for foreseeable loss or damage suffered by you as a direct result of that breach or negligence.

Loss or damage is foreseeable where, at the time the contract was entered into, it was clear that the loss or damage would occur or both you and we knew that it might reasonably occur.

Subject to applicable law, we will not be responsible for:

a. loss or damage that was not foreseeable;

b. loss or damage not caused by our breach, negligence or failure to comply with applicable law; or

c. business or commercial losses, including loss of profits, revenue, business opportunity or business interruption, where the Service was purchased by you as a Consumer for personal purposes.

The Service is designed to provide learning and development resources to a broad range of Users. You are responsible for determining whether particular content or functionality is appropriate for your individual learning requirements.

No monetary limitation in these Terms is intended to override or restrict any statutory consumer right, guarantee or remedy that cannot lawfully be limited.

23. Mindtools for Teams – Liability

23.1 Business and Other Non-Consumer Customers

This section 23.1 applies where Mindtools for Teams is purchased by a Customer acting for purposes wholly or mainly within its trade, business, craft or profession or by or on behalf of a company, educational institution, college, university, government body or other Group acting otherwise than as a Consumer.

Mindtools for Teams is provided for the Group’s internal learning, development, educational, business, governmental, organisational or other non-public purposes.

Subject to section 21, neither party will be liable to the other for:

a. loss of profits;

b. loss of revenue;

c. loss of anticipated savings;

d. loss of business or business opportunity;

e. loss of goodwill or reputation; or

f. indirect, special or consequential loss,

arising out of or in connection with the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

Subject to section 21, our total aggregate liability arising out of or in connection with a Mindtools for Teams subscription during any Subscription Term will not exceed 100% of the Fees paid or payable by the Customer for that Subscription Term.

Where a claim relates to a particular annual Subscription Term, the applicable liability cap will be calculated by reference to Fees paid or payable for that annual Subscription Term and not Fees attributable to future renewal periods.

Nothing in this section limits:

a. the Customer’s obligation to pay Fees properly due under these Terms;

b. either Party’s liability to the extent that it cannot lawfully be excluded or limited; or

c. any rights or remedies that cannot lawfully be excluded under applicable law.

23.2 Consumer Customers

Where Mindtools for Teams is purchased by an individual who is a Consumer, section 22 will apply to that Customer instead of section 23.1.

Nothing in these Terms excludes, restricts or modifies any statutory consumer right, guarantee or remedy that cannot lawfully be excluded, restricted or modified.

24. AI Features – Warranty and Liability

AI-generated or AI-assisted outputs are probabilistic in nature and may not always be accurate, complete, current, unique or suitable for a particular purpose.

We do not guarantee that an AI-generated or AI-assisted output will be error-free or appropriate for your individual circumstances or intended use.

You should exercise appropriate judgement and, where relevant, independently review and validate an AI-generated output before relying upon it.

To the maximum extent permitted by applicable law, we will not be responsible for loss resulting solely from reliance on an AI-generated or AI-assisted output where the output was used:

a. contrary to these Terms;

b. contrary to applicable instructions, notices or warnings provided through the Service;

c. for a purpose for which the AI Feature was not designed or intended; or

d. without reasonable human review or validation where such review or validation would reasonably be expected having regard to the nature and intended use of the output.

Nothing in this section excludes or limits:

a. our responsibility for the proper operation of the Service in accordance with these Terms;

b. our obligations under applicable consumer, privacy, data protection or other mandatory law; or

c. any liability that cannot lawfully be excluded or limited.

25. Third-Party Systems and Matters Outside Our Control

The Service relies on a number of systems, technologies and services operating correctly to enable Users to access its features.

Some of these, including internet connectivity, telecommunications networks, Customer or User devices, operating systems, browsers and third-party systems, are outside our reasonable control.

Subject to applicable law, we will not be responsible for delays, interruptions, errors, loss of functionality or other problems to the extent caused by:

a. your internet connection or telecommunications network;

b. your device, operating system or browser;

c. systems, software or configurations controlled by you or a third party;

d. misuse or unauthorised modification of the Service;

e. inaccurate, incomplete or unauthorised information supplied by you;

f. a breach of these Terms by you or an Authorised User; or

g. an event or sequence of events outside our reasonable control which prevents or delays us from performing our obligations.

We will take reasonable steps to minimise the effect of circumstances within our reasonable ability to mitigate.

Nothing in this section excludes or limits any responsibility that cannot lawfully be excluded.

PART I – GENERAL

26. Age Requirements

You must be at least 16 years old to create an Individual Subscription or Student Plan account, unless applicable law requires a higher minimum age or requires the involvement or authorisation of a parent or legal guardian.

Where a higher minimum age applies under applicable law, you must satisfy that requirement before creating an account or using the Service independently.

Mindtools for Teams Authorised Users may be subject to different age requirements depending on the Group and Customer purchasing the Service and applicable law.

Where the Service is made available to individuals under the applicable age of independent consent through a Customer or Group, that Customer is responsible for ensuring that it has the appropriate authority, permissions, notices and/or consents required under applicable law.

27. Changes to the Service

We may update, improve, modify or replace aspects of the Service from time to time, including content, functionality, technical features, security controls and user interfaces.

We may also remove or replace individual courses, resources or features where reasonably necessary due to:

a. content updates;

b. expiry or change of third-party rights or licences;

c. legal or regulatory requirements;

d. security requirements;

e. technical or compatibility requirements;

f. product development; or

g. other legitimate operational reasons.

We will not materially reduce the overall core functionality of a paid Service during a current fixed Subscription Term without reasonable justification.

Where a material change significantly affects the benefit of a paid Service, we will provide reasonable notice where practicable and any remedy required by applicable law.

28. Changes to these Terms

We may amend these Terms from time to time to reflect changes in:

a. applicable law or regulation;

b. regulatory guidance;

c. security requirements;

d. technology;

e. functionality or features of the Service;

f. our products or business operations; or

g. other legitimate operational requirements.

Changes will not retrospectively alter Fees or other material contractual commitments relating to a current fixed Subscription Term unless:

a. required by applicable law;

b. necessary to address an urgent security or regulatory requirement; or

c. expressly agreed with you.

Where a material change affects an automatically renewing subscription, we will provide reasonable advance notice where required or reasonably practicable.

If you do not wish to continue following a material change applicable to a future renewal period, you may prevent the next renewal in accordance with the applicable cancellation or non-renewal provisions.

The version of the Terms applicable to your purchase will be made available through the Website.

29. Assignment and Transfer

You may not assign, transfer or otherwise dispose of your rights or obligations under these Terms without our prior written consent, except where applicable law provides otherwise.

We may transfer or assign our rights and obligations under these Terms:

a. to another member of the Mindtools Kineo group;

b. as part of a corporate reorganisation;

c. in connection with a merger, acquisition or sale of all or part of our business or assets; or

d. to another organisation capable of performing the relevant obligations,

provided that the transfer does not materially reduce any mandatory rights you have under these Terms or applicable law.

We may appoint third-party service providers, contractors and subprocessors to assist us in providing and supporting the Service.

30. Third-Party Rights

Except where these Terms expressly provide otherwise or applicable law requires otherwise, no person other than Mindtools Kineo and the Customer has any right to enforce these Terms.

For Mindtools for Teams, Authorised Users may use the Service in accordance with these Terms but are not separate contracting parties solely because they are Authorised Users.

31. Severability

Each provision of these Terms operates separately.

If any court or competent authority determines that any provision or part of a provision is unlawful, invalid or unenforceable, that provision or part will, to the extent necessary, be treated as deleted or modified to the minimum extent required.

The remaining provisions will continue in full force and effect.

32. Entire Agreement

These Terms, together with:

a. the applicable Order Summary;

b. any product-specific terms expressly presented and accepted before purchase; and

c. any other document expressly agreed by Mindtools Kineo to form part of the contract,

constitute the agreement between the Customer and Mindtools Kineo relating to the relevant Service.

For Consumers, nothing in this section limits any statement, representation, right or remedy that cannot lawfully be excluded under applicable consumer law.

For Mindtools for Teams for Teams Customers acting otherwise than a Consumers, each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not expressly set out in the applicable contract, except that nothing in this section excludes liability for fraud or fraudulent misrepresentation.

Terms contained in a purchase order or other Customer document will not amend these Terms merely because that document is issued, received or used for administrative purposes, unless expressly agreed in writing by an authorised representative of Mindtools Kineo.

33. Waiver

If either party delays or fails to exercise any right or remedy available under these Terms, that delay or failure will not constitute a waiver of that right or remedy.

A decision not to exercise a right on one occasion does not prevent that right or another right from being exercised later.

34. Notices and Communications

We may communicate with you using the email address associated with your account or through notifications within the Service where appropriate.

You are responsible for maintaining accurate and current account and contact information.

Communications concerning:

a. account administration;

b. security;

c. payments;

d. subscription expiry;

e. renewal;

f. changes to the Service or these Terms; or

g. other contractual matters

may be sent to the registered account email address.

For Mindtools for Teams, contractual communications may be sent to the primary Customer or Group contact identified during purchase or subsequently notified to us.

Nothing in this section changes the distinction between service communications and optional marketing communications described in section 19.4.

35. Complaints and Customer Support

If you have a complaint or concern regarding the Service, please contact Customer Services at:

mtecustomerservices@mindtools-kineo.com

We will use reasonable efforts to investigate and respond to complaints within an appropriate timeframe having regard to their nature and complexity.

Nothing in this section limits any right to refer a matter to a court, regulator, consumer protection body or other competent authority where applicable.

36. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

36.1 Consumers

If you are a Consumer resident outside England and Wales, nothing in these Terms deprives you of any mandatory protection provided by the laws applicable in the country in which you reside that cannot lawfully be excluded by agreement.

The courts of England and Wales will have non-exclusive jurisdiction.

If applicable consumer law permits you to bring proceedings in the courts of the country or region in which you reside, nothing in these Terms prevents you from exercising that right.

36.2 Business and Other Non-Consumer Customers

Where Mindtools for Teams or another Service is purchased by a Customer acting otherwise than as a Consumer, these Terms and any dispute or claim arising out of or in connection with them will be governed by the laws of England and Wales.

Subject to any mandatory law that cannot lawfully be excluded, the courts of England and Wales will have exclusive jurisdiction over disputes between Mindtools Kineo and that Customer.

Where Mindtools for Teams is purchased by an individual as a Consumer, section 36.1 will apply instead.

PART J – MINDTOOLS GIFT CARDS

37. Gift Card Terms

Where Mindtools Gift Cards are available for purchase, the following additional terms apply.

37.1 Use of Gift Cards

A Mindtools Gift Card may be redeemed against eligible subscriptions or Services offered at the time of redemption, subject to any product-specific restrictions displayed when the Gift Card is purchased or redeemed.

If credit remains after the initial purchase, the remaining balance may be used against additional eligible purchases or subscription periods, subject to any expiry date or other condition lawfully disclosed at purchase.

37.2 Account Restriction

A Gift Card is intended for use in connection with the applicable Customer account and may not be used across multiple accounts unless expressly permitted by us.

37.3 Proof of Purchase

After purchasing a Gift Card, you should retain your confirmation email or other proof of purchase.

We may request reasonable proof of purchase when investigating a Gift Card query, loss or account issue.

37.4 Refunds

Gift Card purchases are non-refundable and cannot be exchanged for cash except where a refund, redemption for money or other remedy is required by applicable law.

Nothing in this section affects statutory cancellation, withdrawal, consumer guarantee or refund rights that cannot lawfully be excluded.

37.5 Lost, Stolen or Unauthorised Gift Cards

You are responsible for taking reasonable care of Gift Card codes and account information.

If you believe a Gift Card has been lost, stolen or used without authorisation, you should contact Customer Services promptly.

We will use reasonable efforts to assist but cannot guarantee replacement of a Gift Card that has already been validly redeemed, except where required by applicable law.

38. Mandatory Local Rights

The Services are made available to Customers in multiple countries and jurisdictions.

Nothing in these Terms is intended to exclude, restrict or modify any right, guarantee, remedy or protection that cannot lawfully be excluded, restricted or modified under applicable law.

Where mandatory local law provides a Consumer with greater protection than these Terms, the applicable mandatory protection will prevail to the extent of any inconsistency.

Where Mindtools for Teams is purchased by or for a Group, any mandatory law applicable to the Customer, the Group or the relevant transaction will continue to apply to the extent that it cannot lawfully be excluded by agreement.

Where the Customer is a Consumer, nothing in these Terms excludes, restricts or modifies any mandatory consumer right, guarantee, remedy or protection available to that Customer under applicable law.

39. Contact Details

For questions regarding your subscription, account, payments, cancellation or the Service, please contact:

Mindtools Kineo Customer Services
mtecustomerservices@mindtools-kineo.com

For privacy and data protection enquiries or requests, please contact:

Data Protection Team
dpt@mindtools-kineo.com

Mind Tools Ltd
21 Young Street
Edinburgh
Scotland
EH2 4HU
United Kingdom