Terms and Conditions

A bit boring in places but essential all the same…

Introduction

These terms and conditions are applicable to all App Development projects that are undertaken by Harmony Studios Limited (“The Company”) for the client (“The Client”). The terms and conditions represent a legally binding contract between Harmony Studios Limited and the client specified in the Client Agreement to which they are attached. Any contract so entered into is governed by the law of England and Wales and is subject to the jurisdiction of the English courts. Breach of any term contained in these Terms and Conditions or in the individual Client Agreement to which they are attached may therefore result in legal action.

1. Acceptance

A copy of these terms and conditions is submitted along with project quotations and must be agreed prior to work commencing. Alternatively, payment of the deposit is deemed to be an acceptance of our terms and conditions.

2. Payment

Upon acceptance by the Client of these terms a deposit of 25% of the total development cost quoted in the Client Agreement will be payable. Thereafter, all hours will be invoiced monthly to a maximum of 80% of the original estimated project cost. The final 20% of the total anticipated cost of the project will be reserved from invoicing until such time that the client has agreed final delivery/closure of the project or that the developed solution is deemed by Harmony Studios Limited to be in commercial use.

All invoices are payable within 14 days of their date and all outstanding invoices must be agreed before developments become available for public viewing. It is a condition of sale that any claims, queries or disputes relating to this sale transaction must be notified in writing within 7 days from this date of invoice. Failure to comply will be taken as your acceptance of the invoice in its entirety and payment must be made in full.

Late payments are subject to a £80 administrative charge in addition to interest (calculated at 8% over Bank of England base interest rates in accordance with the Late Payment of Commercial Debts (Interest) Act 1998) for all outstanding amounts. VAT will be added to all UK invoices and those invoices where VAT is deemed applicable by current UK tax law.

3. Project Schedule

The project schedule is set out in the Client Agreement to which these terms and conditions are attached. An alternate time-scale can be agreed upon and confirmed in writing between the Client and the Supplier during the project development. During the project, Harmony Studios Limited may require the Client to provide content in the form of copy and images and other media. If content is not provided within two weeks of an official request by email then Harmony Studios Limited reserves the right to advise the Client of a revision to the final payment subject to any costs incurred in the project delay. If content is not provided within four weeks from the original email request then the Client is considered to be in default of the project, the project will be terminated and the Client sent the final invoice for immediate payment. Harmony Studios Limited will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.

Time shall not be of the essence of the contract.

4. Client Review

In a typical project Harmony Studios Limited will provide the Client with two opportunities to review the appearance and content of the app. Firstly at the ‘Alpha stage’ which usually, but not always, includes the app user interface, print artwork and corporate branding. The second and final review will take place at the ‘Beta stage’ prior to app publication, whereby the client will usually, but not always, be able to see the app functioning normally and review the completed content. If the Client review at either the Alpha or Beta stages generates additional work to the equivalent of more than five studio hours then the Client will be liable for additional development charges at a rate of £120 per hour. If the Client wishes to make changes to the app outside of the allocated Alpha and Beta stages than the Client will also be liable for additional development charges at a rate of £120 per hour. Additional development may also delay the delivery points of the project.

5. Limitations & Exclusions

In addition to any limitations or exclusions of liability specified elsewhere in these Terms or in the Client Agreement, the Company can accept no liability for any losses howsoever arising from:

Any loss or corruption of data howsoever arising.

Any issues relating to internet services to which Clients’ computers and/or file servers may connect.

The acts or omissions of third parties including (but not exclusive to) suppliers of goods or services: this includes such suppliers engaged by the Client or the Company, either before, during or after the life of this contract. It does not include authorised agents of the Company acting within the limits of their authority.

Harmony Studios Limited accepts no liability for problems caused by after-market software or hardware modifications or additions. Harmony Studios Limited is not responsible for giving any technical support concerning the installation or integration of any software or component the customer did not pay Harmony Studios Limited to install. Harmony Studios Limited is not responsible for loss of data or time, even with hardware failure.

Any fire, flood, industrial action or other event beyond the reasonable control of the Company.

Under no circumstances will Harmony Studios Limited be responsible for any refund or remuneration exceeding 50% of the original purchase price of the project.

6. Product Support

The quotation provided and confirmed in the Client Agreement attached to these terms includes charges for studio development within the standard working day only (9am-5.30pm Mon-Fri). Unless the Client Agreement specifically refers to after-market service provision then the following charges will apply for work on the project undertaken by the studio outside these hours:

installation of software and hardware at UK location @ £450 per half day plus travel expenses or £800 per full day plus travel expenses.

after hours location support: £150 per hour plus travel expenses.

on call support: £100 per hour, rising to £150 per hour plus travel expenses if travel required to complete the support task.

each project is supported by Harmony Studios Limited software licences for a maximum of 12 weeks from the delivery date of the project. At the end of this period the Client must confirm on-going support for the project in order to extend this period for a further 12 months at a standard rate of 10% of the total project cost specified in the Client Agreement, unless otherwise agreed and confirmed in writing prior to the end of the initial 12 week period between the Client and Harmony Studios Limited.

each project is built on the standard operating systems provided by hardware manufacturers at the date on the Client Agreement attached to these terms and conditions. Subsequent software updates may render the project unusable on hardware subject to future operating system updates. Harmony Studios Limited bears no responsibility for the efficacy of any such operating system updates with regards their effect on the project unless the client has a written agreement with Harmony Studios Limited which may fall outside the Client Agreement attached to these terms and conditions. In the case of such an agreement existing, the client agrees to pay the costs incurred in this written agreement.

7. Matters electronic

Because internet communications may be susceptible to corruption unauthorised alteration or disclosure (for which we do not accept responsibility) it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. It is the responsibility of the recipient to carry out a virus check on any attachments received. If e-mail is not an acceptable means of communication you should notify us in writing.

8. Termination

Termination of the project by the Client must be requested in writing or email and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing or email. The Client will be invoiced for design and development work completed to the date of first notice of cancellation plus 20% of the total project cost for payment in full within fourteen days. Any deposit paid prior to project commencement will be forfeited if the project is cancelled by the client, even if no deliverable work has been completed.

9. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Harmony Studios Limited the rights to publish and use such material for any business purpose. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Harmony Studios Limited permission and rights for use of the same and agrees to indemnify and hold harmless Harmony Studios Limited from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for app design and/or development shall be regarded as a guarantee by the Client to Harmony Studios Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

10. Intellectual Property

All rights, intellectual and otherwise, to all software developed under these terms remain with the Company, subject to the following options:

The purchase of a user’s license

For a licence fee to be specified in the Client Agreement, the Client will receive:

An installation version of the software

A licence to install and use that software in accordance with the terms of the licence, which is attached as an appendix to the Client Agreement.

Outright Purchase

For the payment of a premium over and above the licence fee, in addition to the installation version of the software, the Client will receive:

All appropriate source code, and

The non-exclusive right to use such code. The precise terms of the purchase will be specified in the purchase agreement, which is attached as an appendix to the Client Agreement.

11. Complaints procedure

Our aim is to provide you with an unparalleled quality of service. If you have any cause for complaint you should in the first instance contact any member of staff immediately. If this is not appropriate or if this does not resolve the matter, please contact the Managing Director. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.

12. Severance

If any provision of this contract is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions of the contract shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

13. Engagement or employment of Harmony Studios Limited Staff

The Client shall be liable to pay an Introduction Fee of 40% of the employees’ basic salary and estimated annual bonus, in any of the following circumstances:

the Harmony employee is engaged by or becomes an employee, in any capacity, of the Client, whether directly or as a consequence of being supplied by another employment business;

the Harmony employee is engaged by or becomes an employee, in any capacity, of a person, firm or company to which the Client has introduced the Temporary Worker or to which the Client is otherwise connected to or has a business relationship with; or

the Harmony employee is engaged by or becomes an employee of the Client as a result of the employees responding to any internal or external advertisement published by or on behalf of the Client.

This condition is applicable for 6 months from the end of any period of employment of Harmony staff or within 12 months of the completion of any project undertaken by Harmony Studios Limited on behalf of the client or any associated company.

14. Security

Whilst every possible care is taken to provide suitable security levels on any information provided directly or indirectly to and from any combination of Harmony Studios Limited, Customer and the general public, Harmony Studios Limited do not accept any liability for breaches of security however they may arise. All clients are advised to check security issues on all levels to satisfy their requirements before solutions are put into commercial use

15. Project Additions

All works requested before or during the project development but not detailed in the original agreement is considered to be an extension of the project. Requests will be undertaken by Harmony employees and, where applicable, advice provided on timescales and likely addition costs. Where developments are deemed to be significant (more than 10% of the total development), client authorisation will be sought before any development is carried out. Where the items requested are of lesser significance, the work will be carried out to your instruction and the hours added to the overall project cost.