1. Definitions and Interpretation
1.1 Definitions
In these Terms, the following words and expressions shall have the meanings set out below:
- “Agreement” means these Terms and Conditions of Licence together with any Schedule or Addendum agreed in writing between the parties.
- “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
- “Documentation” means any user manuals, technical documentation, online help materials, and other supporting materials made available by LikeMind Media relating to the Software.
- “Force Majeure Event” means any event beyond a party’s reasonable control, including acts of God, war, terrorism, riot, civil commotion, government actions, pandemics, fire, flood, storm, or failure of third-party telecommunications or internet services.
- “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered.
- “JourneyWeb” means the customer journey mapping software application owned and operated by LikeMind Media, including all associated features, modules, APIs, and tools, as described in the Documentation.
- “Licence” means the personal, non-exclusive, non-transferable right granted to the Licensee to access and use the Software in accordance with this Agreement, which is conditional upon the Licensee holding a valid, current certified JourneyWeb licence status.
- “Licence Period” means the period during which the Licensee holds a valid certified JourneyWeb licence, as determined by LikeMind Media.
- “Licensee” means the individual consultant who has accepted these Terms and who holds, or is applying to hold, a certified JourneyWeb licence.
- “Licensee Data” means any data, information, content, or materials submitted, uploaded, or otherwise provided by the Licensee to the Software, including journey maps, contact data, business information, and any other input.
- “LikeMind Media” means LikeMind Media Limited, a company registered in England and Wales with company number 09339411, whose registered office is at 3 Oswin Road, Leicester LE3 1HR.
- “Personal Data” has the meaning given to it in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
- “Software” means the JourneyWeb customer journey mapping software application and all updates, upgrades, enhancements, and modifications made available by LikeMind Media from time to time.
- “UK GDPR” means the General Data Protection Regulation as retained in UK law pursuant to the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
1.2 Interpretation
In this Agreement, unless the context otherwise requires: references to a ‘party’ include that party’s successors and permitted assigns; the singular includes the plural and vice versa; headings are for convenience only and shall not affect interpretation; ‘including’ shall be construed without limitation; and references to statutes include all amendments or replacements.
2. Acceptance
2.1 Acceptance of Terms
These Terms constitute a legally binding agreement between LikeMind Media and the Licensee. Acceptance is effected by the Licensee ticking the acceptance box and clicking the “I Accept” button at the point of account creation or first access to the Software. No other method of acceptance is valid.
2.2 Personal Acceptance
By accepting these Terms, the Licensee confirms that they are accepting on their own behalf as an individual and not on behalf of any third party, employer, or firm. The Licensee must be aged 18 or over to accept these Terms.
2.3 Business Use
The Software is intended solely for use by professional consultants acting in the course of their business. By accepting these Terms, the Licensee confirms that they are acting in the course of business and not as a consumer as defined under the Consumer Rights Act 2015.
3. Grant of Licence and Permitted Use
3.1 Licence Grant
Subject to the Licensee’s compliance with this Agreement and the Licensee holding a valid, current certified JourneyWeb licence, LikeMind Media grants the Licensee a personal, non-exclusive, non-transferable, non-sublicensable, revocable Licence during the Licence Period to access and use the Software and Documentation for the Licensee’s own professional consultancy purposes.
3.2 Conditional Access
The Licensee’s right to access and use the Software is strictly conditional upon the Licensee maintaining a valid and current certified JourneyWeb licence at all times. If the Licensee’s certified licence expires, lapses, is suspended, or is revoked for any reason, the Licensee’s right to access and use the Software shall immediately cease without further notice from LikeMind Media.
3.3 Restrictions
The Licensee shall not:
- copy, modify, adapt, translate, decompile, disassemble, reverse engineer, or create derivative works from the Software or any part thereof, except to the extent expressly permitted by applicable law;
- sell, resell, rent, lease, lend, sublicense, distribute, or otherwise transfer or commercially exploit the Software or access thereto to any third party;
- permit any third party to access or use the Software using the Licensee’s credentials or account;
- use the Software for any purpose other than the Licensee’s own professional consultancy activities;
- use the Software in any unlawful manner or in violation of any applicable regulation, rule, or code of conduct;
- introduce, upload, or transmit any viruses, malware, ransomware, Trojan horses, worms, or other harmful code;
- attempt to gain unauthorised access to any part of the Software, its systems, networks, or data;
- remove or obscure any proprietary notices, branding, or labels on the Software;
- use automated bots, scrapers, crawlers, or similar tools to access or extract data from the Software without prior written consent from LikeMind Media;
- use the Software to process or store data in a manner that violates applicable data protection law.
3.4 Personal Nature of Licence
The Licence is personal to the Licensee. It may not be transferred, assigned, or shared with any other individual or entity under any circumstances.
4. Term and Termination
4.1 Duration
This Agreement commences on the date the Licensee accepts these Terms and continues for the duration of the Licence Period. This Agreement shall automatically terminate if the Licensee’s certified JourneyWeb licence expires, lapses, is not renewed, or is revoked for any reason.
4.2 Termination by Licensee
The Licensee may terminate this Agreement at any time by providing written notice to LikeMind Media and ceasing all use of the Software.
4.3 Termination for Cause
LikeMind Media may terminate this Agreement with immediate effect by written notice if:
- the Licensee commits a material breach of this Agreement and, where that breach is remediable, fails to remedy it within 14 days of receiving written notice requiring it to do so;
- the Licensee’s certified JourneyWeb licence is revoked, suspended, or otherwise ceases to be valid;
- the Licensee uses the Software in a manner that, in LikeMind Media’s reasonable opinion, brings LikeMind Media or the JourneyWeb brand into disrepute;
- the Licensee becomes bankrupt, enters into a voluntary arrangement with creditors, or is otherwise subject to an insolvency event.
4.4 Suspension
LikeMind Media may suspend the Licensee’s access to the Software immediately, without liability, if:
- LikeMind Media reasonably believes the Licensee is in breach of these Terms;
- the Licensee’s certified JourneyWeb licence has expired or been suspended pending review;
- continued access would expose LikeMind Media to legal or regulatory risk;
- LikeMind Media is required to do so by a court order, regulatory authority, or applicable law.
LikeMind Media shall give as much advance notice as reasonably practicable before suspension, except where immediate suspension is necessary to protect the Software, other users, or third parties.
4.5 Consequences of Termination
On termination or expiry of this Agreement for any reason:
- all rights granted to the Licensee under this Agreement shall immediately cease;
- the Licensee shall immediately cease all use of the Software;
- the Licensee shall delete or return, as directed by LikeMind Media, any LikeMind Media Confidential Information in the Licensee’s possession;
- LikeMind Media shall, on written request received within 30 days of termination, make Licensee Data available for download in a standard machine-readable format for a period of 30 days, after which LikeMind Media may permanently delete all Licensee Data;
- clauses 6, 7, 8, 9, 10, 11, and 17 shall survive termination.
5. Software Availability, Maintenance, and Support
5.1 Availability
LikeMind Media shall use commercially reasonable endeavours to make the Software available during the Licence Period, excluding:
- scheduled maintenance windows (of which LikeMind Media will provide at least 48 hours’ advance notice where practicable);
- emergency maintenance required to protect security or Software integrity;
- unavailability caused by Force Majeure Events or third-party infrastructure failures;
- any act or omission of the Licensee.
5.2 Maintenance
LikeMind Media will endeavour to conduct scheduled maintenance outside core business hours (09:00 to 17:00 Monday to Friday, excluding UK public holidays). LikeMind Media reserves the right to perform emergency maintenance at any time without notice where necessary to address security vulnerabilities or critical issues.
5.3 Support
LikeMind Media shall provide technical support to the Licensee via email and telephone during core business hours (09:00 to 17:00 Monday to Friday, excluding UK public holidays). Response time targets form part of the service description but are not guaranteed contractual obligations unless expressly stated in a separate Service Level Agreement.
5.4 Updates and Modifications
LikeMind Media reserves the right to update, modify, or enhance the Software from time to time. Where a modification materially reduces the functionality of the Software, LikeMind Media shall provide reasonable advance notice. LikeMind Media shall not be liable for modifications required by applicable law or regulation.
6. Licensee Data and Data Protection
6.1 Ownership of Licensee Data
As between the parties, the Licensee retains all ownership of and Intellectual Property Rights in Licensee Data. LikeMind Media claims no ownership over Licensee Data and shall use it solely to provide the Software in accordance with this Agreement and applicable data protection law.
6.2 Licence to Process Licensee Data
The Licensee grants LikeMind Media a limited, non-exclusive licence to access, process, store, and use Licensee Data solely to the extent necessary to provide the Software and fulfil obligations under this Agreement.
6.3 Data Processing
Where Licensee Data contains Personal Data, the parties acknowledge that:
- the Licensee is the data controller and LikeMind Media is the data processor for the purposes of UK GDPR;
- LikeMind Media shall process Personal Data only on the documented instructions of the Licensee and for no other purpose;
- LikeMind Media shall implement appropriate technical and organisational security measures in accordance with Article 32 UK GDPR;
- the parties shall, where required, enter into a Data Processing Agreement (DPA) in a form compliant with UK GDPR, which shall form part of this Agreement and govern the processing of Personal Data.
6.4 Licensee Obligations
The Licensee represents and warrants that:
- they have all necessary rights and consents to provide Licensee Data to LikeMind Media for the purposes contemplated in this Agreement;
- the collection and use of Licensee Data complies with all applicable data protection laws;
- they shall not upload to the Software any sensitive personal data (as defined in UK GDPR) without first notifying LikeMind Media and agreeing appropriate additional safeguards;
- they have a valid legal basis for processing any Personal Data submitted to the Software.
6.5 Security Measures
LikeMind Media shall implement and maintain appropriate technical and organisational measures to protect Licensee Data against unauthorised access, loss, destruction, or alteration, including encryption of data in transit and at rest, access controls and authentication mechanisms, regular security testing and vulnerability assessments, and staff training on data protection.
6.6 Data Breach Notification
In the event of a personal data breach affecting Licensee Data, LikeMind Media shall notify the Licensee without undue delay and in any event within 72 hours of becoming aware, providing sufficient information to enable the Licensee to comply with their own UK GDPR obligations.
7. Intellectual Property Rights
7.1 LikeMind Media IP
The Licensee acknowledges that all Intellectual Property Rights in the Software, Documentation, JourneyWeb name and branding, underlying algorithms, user interfaces, and all other materials provided by LikeMind Media (excluding Licensee Data) are and shall remain the exclusive property of LikeMind Media or its licensors. Nothing in this Agreement transfers any such rights to the Licensee.
7.2 Licensee IP
All Intellectual Property Rights in Licensee Data shall remain the property of the Licensee or their licensors. LikeMind Media shall not use Licensee Data for any purpose other than as expressly set out in this Agreement.
7.3 Feedback
If the Licensee provides LikeMind Media with suggestions, ideas, enhancement requests, or other feedback relating to the Software, the Licensee hereby grants LikeMind Media a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such feedback for any purpose without obligation to attribute or compensate the Licensee.
7.4 No Implied Rights
Except as expressly set out in this Agreement, no licence, right, or interest in any Intellectual Property Rights is granted to the Licensee. All rights not expressly granted are reserved by LikeMind Media.
8. Confidentiality
8.1 Obligation of Confidence
Each party agrees to keep confidential all Confidential Information disclosed by the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party.
8.2 Permitted Use
Each party may use Confidential Information only to the extent necessary to exercise its rights or perform its obligations under this Agreement.
8.3 Permitted Disclosure
Disclosure of Confidential Information is permitted to employees, officers, contractors, or advisers on a need-to-know basis, provided they are subject to obligations of confidentiality no less protective than those set out herein, or to the extent required by applicable law or court order (where legally permissible, with reasonable advance notice to the disclosing party where possible).
8.4 Exclusions
The obligations of confidentiality shall not apply to information that: is or becomes publicly available other than through the receiving party’s breach; was known to the receiving party prior to disclosure; is independently developed without use of the Confidential Information; or is disclosed by a third party without restriction.
8.5 Duration
The obligations of confidentiality shall survive termination or expiry of this Agreement for a period of five years, except in respect of trade secrets, which shall remain confidential indefinitely.
9. Warranties
9.1 LikeMind Media Warranties
LikeMind Media warrants that:
- it has the right to enter into this Agreement and to grant the Licence set out herein;
- the Software will perform materially in accordance with the Documentation during the Licence Period;
- it shall provide the Software with reasonable care and skill in accordance with the Supply of Goods and Services Act 1982;
- it shall comply with all applicable laws and regulations in the provision of the Software.
9.2 Licensee Warranties
The Licensee warrants that:
- they have the right to enter into this Agreement;
- their use of the Software and submission of Licensee Data will comply with all applicable laws and regulations;
- they will not use the Software to violate the rights of any third party.
9.3 Disclaimer
Save as expressly set out in clause 9.1, and to the fullest extent permitted by applicable law, LikeMind Media disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. LikeMind Media does not warrant that the Software will be error-free, uninterrupted, or free from vulnerabilities. Nothing in this clause shall exclude any warranty that cannot lawfully be excluded under applicable law.
10. Limitation of Liability
10.1 Mutual Exclusions
Nothing in this Agreement shall exclude or limit either party’s liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be lawfully excluded or limited under the laws of England and Wales.
10.2 Exclusion of Consequential Loss
Subject to clause 10.1, neither party shall be liable to the other for any loss of profit, revenue, or anticipated savings; loss of business, contracts, or business opportunity; loss of goodwill or damage to reputation; data loss or corruption (save in respect of obligations under the DPA); or indirect, special, incidental, or consequential loss or damage, whether or not foreseeable or the party had been advised of their possibility.
10.3 Aggregate Cap
Subject to clauses 10.1 and 10.2, LikeMind Media’s total aggregate liability to the Licensee arising under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed £500.
10.4 Mitigation
Each party shall take all reasonable steps to mitigate any loss or damage it suffers in connection with this Agreement.
11. Indemnification
11.1 Indemnification by LikeMind Media
LikeMind Media shall defend, indemnify, and hold harmless the Licensee from and against any third-party claims, losses, costs, and expenses (including reasonable legal fees) arising from LikeMind Media’s infringement of a third party’s Intellectual Property Rights in the Software as provided to the Licensee, provided that: the Licensee promptly notifies LikeMind Media in writing of any such claim; grants LikeMind Media sole control of the defence and settlement; and provides all reasonable assistance. This indemnity shall not apply to claims arising from the Licensee’s modification of the Software or Licensee Data.
11.2 Indemnification by Licensee
The Licensee shall defend, indemnify, and hold harmless LikeMind Media from and against any third-party claims, losses, costs, and expenses (including reasonable legal fees) arising from: Licensee Data infringing a third party’s rights; the Licensee’s use of the Software in violation of applicable law or these Terms; or any breach by the Licensee of this Agreement.
12. Acceptable Use
12.1 General
The Licensee shall ensure that the Software is used only for lawful purposes and in a manner consistent with this Agreement and LikeMind Media’s Acceptable Use Policy (as may be updated from time to time and published on the JourneyWeb website).
12.2 Prohibited Uses
The Licensee shall not use the Software to:
- process, store, or transmit content that is unlawful, defamatory, discriminatory, obscene, or that infringes the rights of any third party;
- engage in spamming, phishing, or any form of unsolicited communications;
- commit fraud, impersonate any person, or engage in any deceptive practices;
- transmit or store materials containing any form of malicious code;
- violate applicable export control laws or regulations;
- process data relating to children under 18 years of age without appropriate safeguards and a valid legal basis;
- conduct any activities that would impose an unreasonable or disproportionately large burden on LikeMind Media’s infrastructure.
12.3 Monitoring
LikeMind Media reserves the right (but not the obligation) to monitor use of the Software for compliance with this Agreement. LikeMind Media shall not access or review Licensee Data except to the extent necessary to provide or maintain the Software, comply with applicable law or respond to a valid legal process, or investigate a suspected breach.
13. Third-Party Services and Integrations
The Software may interoperate with or contain links to third-party services, websites, or applications. LikeMind Media does not endorse, control, or assume responsibility for any such third-party services and is not liable for their availability, accuracy, security, or content. The Licensee uses any third-party services at their own risk and is responsible for ensuring such use complies with applicable terms and law.
14. Force Majeure
Neither party shall be in breach of this Agreement or liable for any failure or delay in performance caused by a Force Majeure Event. The affected party shall notify the other party in writing as soon as reasonably practicable, use reasonable endeavours to mitigate the effect, and resume performance as soon as reasonably possible. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by providing 14 days’ written notice, without liability to the other party.
15. Changes to These Terms
LikeMind Media reserves the right to modify these Terms from time to time. Where changes are material, LikeMind Media shall provide at least 30 days’ prior written notice (by email or in-Software notification). The Licensee’s continued use of the Software following the effective date of any changes shall constitute acceptance of the revised Terms. If the Licensee does not agree to the revised Terms, they may terminate this Agreement before the effective date by providing written notice to LikeMind Media and ceasing all use of the Software.
16. Assignment
The Licensee may not assign, transfer, subcontract, or otherwise deal with any of their rights or obligations under this Agreement. LikeMind Media may assign or transfer this Agreement to any affiliate, group company, or successor entity in connection with a merger, acquisition, or asset sale, provided that LikeMind Media provides reasonable notice and the assignee assumes all of LikeMind Media’s obligations under this Agreement.
17. General Provisions
17.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties in relation to the Licensee’s use of the Software and supersedes all prior agreements, representations, negotiations, or understandings relating to that subject matter, whether oral or written, save that this clause shall not apply to any fraudulent misrepresentation.
17.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
17.3 Waiver
No failure or delay by either party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor shall it prevent the further exercise of that or any other right or remedy.
17.4 Notices
All notices required or permitted under this Agreement shall be given in writing and addressed to LikeMind Media at 3 Oswin Road, Leicester LE3 1HR, and to the Licensee at their registered account email address. Notices shall be deemed received on delivery (if by hand), two Business Days after posting (if by first class recorded post), or on transmission (if by email, with no delivery failure notification received within 24 hours).
17.5 No Partnership or Agency
Nothing in this Agreement shall create a partnership, joint venture, or agency relationship between the parties.
17.6 Third-Party Rights
This Agreement does not confer any rights on any person other than the parties to this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.7 Variation
No variation of this Agreement shall be effective unless agreed in writing and signed by authorised representatives of both parties, save as provided in clause 15.
17.8 Counterparts
This Agreement may be executed in counterparts. Electronic signatures and electronic acceptance (via the acceptance mechanism described in clause 2.1) shall be deemed valid and binding.
18. Governing Law and Dispute Resolution
18.1 Governing Law
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
18.2 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
18.3 Dispute Resolution Procedure
Before commencing legal proceedings, the parties agree to seek to resolve disputes in good faith as follows:
- Either party shall provide written notice setting out the nature of the dispute and the remedy sought.
- Within 14 days, the parties shall meet or communicate and attempt to resolve the dispute in good faith.
- If unresolved within 30 days of the initial notice, either party may refer the matter to non-binding mediation administered by the Centre for Effective Dispute Resolution (CEDR) or such other body as agreed.
- If unresolved following mediation, either party may commence legal proceedings.
Nothing in this clause shall prevent either party from seeking emergency injunctive or interim relief from a court of competent jurisdiction.
19. Contact Information
For all queries, support requests, and formal communications regarding these Terms or the Software, please contact:
LikeMind Media Limited
3 Oswin Road, Leicester LE3 1HR, England
Email: support@journeyweb.co.uk
Telephone: +44 1509 323363
LikeMind Media aims to respond to all queries within 2 business days (09:00–17:00 Monday to Friday, excluding UK public holidays). Formal complaints should be submitted in writing and shall be acknowledged within 5 business days and receive a substantive response within 20 business days.
Schedule 1 — Data Processing Agreement (Summary Terms)
This Schedule summarises the key data processing terms applicable where LikeMind Media processes Personal Data on behalf of the Licensee. A full Data Processing Agreement is available on request and shall prevail in the event of any conflict with this Schedule.
- Subject Matter: Processing of Personal Data submitted by the Licensee as part of their use of the Software.
- Duration: For the duration of the Licence Period, and as required following termination for data export and deletion purposes.
- Nature and Purpose: Processing necessary to provide, maintain, and improve the Software, including storage, retrieval, organisation, and deletion of Personal Data.
- Types of Personal Data: As determined by the Licensee; may include names, email addresses, job titles, and other contact or professional information relating to individuals involved in the Licensee’s customer journey mapping activities.
- Categories of Data Subjects: Employees, contractors, customers, prospects, and other individuals whose data the Licensee chooses to include in their journey mapping activities.
- Sub-Processors: LikeMind Media shall maintain a list of approved sub-processors and shall provide at least 30 days’ advance notice of any intended additions or replacements, during which time the Licensee may raise reasonable objections.
- International Transfers: LikeMind Media shall not transfer Personal Data outside the United Kingdom or the European Economic Area without the Licensee’s prior written consent and implementation of appropriate UK GDPR Chapter V transfer safeguards.
- Data Subject Rights: LikeMind Media shall provide reasonable assistance to the Licensee in fulfilling their obligations to respond to data subject requests under UK GDPR Articles 15 to 22.
Acceptance
By ticking the acceptance box and clicking “I Accept”, I confirm that: I have read and understood these Terms and Conditions of Licence in their entirety; I agree to be bound by these Terms personally as an individual consultant; I am acting in the course of business and not as a consumer; and I am aged 18 or over and have the legal capacity to enter into this Agreement.