SYMPHONOVA TERMS AND CONDITIONS OF SERVICE

  1. THESE TERMS
  • What these terms These terms and conditions (Terms) apply to the order by you and the supply by Symphonova UK Limited (Symphonova/us/we) of services to you (the Contract).
  • These Terms and the Contract are made only in the English language.
  • Why you should read them.

Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide services and any resulting product to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.

  • As you are a business customer this is our entire agreement with you in relation to your order and purchase of the Services (defined in Clause 3.1 below). You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  • You should print off a copy of these Terms or save them to your computer for future reference.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).  

  1. ABOUT US  

2.1  Who we are. We are Symphonova UK Limited a company registered in England and Wales. Our company registration number is 10777134 and our registered office is at Unit 1, Cambridge House, Camboro Business Park, Oakington Road, Girton, Cambridge CB3 0QH.

2.2  How to contact us. You can contact us by emailing our customer service team at support@symphonova.com or by writing to us at Unit 1, Cambridge House, Camboro Business Park, Oakington Road, Girton, Cambridge CB3 0QH.

  1. PLACING AN ORDER AND ITS ACCEPTANCE  

3.1  Placing your order. Please follow the onscreen prompts to place your order for one or more Stems, with each Stem being a single audio track of multiple sound tracks created from the Uploaded Materials. You may only submit an order for Stems using the method set out on the Symphonova website www. Stem.productions (Site). For us to provide the service, create and deliver the Stems it is essential that you comply with the specific instructions as contained in the tutorials on the Site. Each order is an offer by you to buy the services specified in the order (“Services”) subject to these Terms.

3.2  Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order, the Uploaded Materials and any specification submitted by you is complete and accurate. Note in the processing of your files we will only check functionality and not their artistic or audio quality.

3.3  Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4  Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. Once your order has been accepted you will not be able to cancel it and you will be committed to paying for the Service.

 3.5  If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not complete your order. If you have already paid for the Services, we will refund you the full amount.

  1. OUR SERVICES  

4.1  Descriptions and illustrations. Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.

4.2  Compliance with specification. Subject to our right to amend the specification (see Clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our Site at the date of your order in all material respects.

4.3  Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

4.4  Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.  

4.5  Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

  1. YOUR OBLIGATIONS  

5.1  It is your responsibility to ensure that:

(a)  the terms of your order are complete and accurate;

(b)  you cooperate with us in all matters relating to the Services;

(c) you upload all profiles, scores, original sound files and other materials (Uploaded Material) strictly in accordance with the tutorials provided on the Site and to ensure these are accurate and complete;

(d)  you provide us with such other information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) you include the Symphonova logo and copyright line Sound file made using Symphonova Stems-Production Software Service or such other line as may be notified by us to you from time to time on any and all product resulting from the Service;

(f)  you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) any and all profiles, scores sound files and other materials uploaded by you to the Site are cleared without restriction for any and all use as may be necessary for us to supply the Services;

(h)  you comply with all applicable laws and regulations pertaining to the Contract, the Services and any use by you of the product of the Services;

(i) you act at all times in good faith and raise any concerns relating to the Service through the channels provided in these terms and conditions

5.2  If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 5.1 (Your Default):

(a)  we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 14 (Termination);

(b)  we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

(c)  it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

  1. CHARGES  

6.1  In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 7.

6.2  The Charges are the prices quoted on our Site at the time you submit your order.

6.3  If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

6.4  We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 7.7 for what happens if we discover an error in the price of the Services you ordered.

6.5  Our Charges may change from time to time, but changes will not affect any order you have already placed.

6.6  Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.7  It is always possible that, despite our best efforts some of the Services on our Site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our Site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, you may opt to pay the corrected Charge or request we cancel supply of the Services and refund you any sums you have paid provided that you first provide certified proof of deletion of any and all copies of any product as may already delivered to you.

  1. HOW TO PAY  

7.1  Payment for the Services is in advance. We will take your payment upon acceptance of your order.

7.2  You can pay for the Services using a debit card or credit card. We accept the following cards: VISA and Mastercard.

7.3  We will send you an electronic receipt via email within seven days of the beginning of the month following payment.  

  1. COMPLAINTS  

 If a problem arises or you are dissatisfied with the Services, please email us at support@symphonova.com. We will aim to respond to your email within 48 hours. If within 7 days you are not satisfied with the response you have received, you are required to notify us via the customer service email address and we will escalate your concerns to the board of Directors for a final decision.

  1. INTELLECTUAL PROPERTY RIGHTS  

9.1  All copyright in the Uploaded Material and/or the Stems delivered by us to you will be owned by you.

9.2  You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable perpetual and irrevocable licence to (a) copy and modify the Stems specified in your order and any of the Uploaded Materials provided by you to us for the purpose of providing the Services to you during the Term of the Contract; and (b) thereafter to retain, copy, modify and utilise the Stems and such Uploaded Materials for the purpose of any ongoing data analysis and application associated with the development of the Symphonova Stems-Production Software and the Service including our underlying intellectual property. For the avoidance of doubt, Symphonova shall have no rights or license to the public performance of the Stems. Symphonova shall have the right to sub-license, assign or otherwise transfer the licence in this clause 9.2 to any affiliate and/or group company and/or any successors or assigns of it or its affiliate or group companies.

9.3       All intellectual property rights in the Symphonova Stems-Production Software is owned by us.

  1. HOW WE MAY USE YOUR PERSONAL INFORMATION  

10.1  We will use any personal information you provide to us to:

(a)  provide the Services;

(b)  process your payment for the Services; and

(c)  inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

10.2  We will process your personal information in accordance with our PRIVACY POLICY, the terms of which are incorporated into this Contract.

  1. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.  

11.1  Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)  death or personal injury caused by negligence;

(b)  fraud or fraudulent misrepresentation; and

(c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.2  Subject to Clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)  loss of profits;

(b)  loss of sales or business;

(c)  loss of agreements or contracts;

(d)  loss of anticipated savings;

(e)  loss of use or corruption of software, data or information;

(f)  loss of or damage to goodwill; and

(g)  any indirect or consequential loss.

11.3  Subject to Clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid by you under the Contract.

11.4  We have given commitments as to compliance of the Services with the relevant specification in Clause 4.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Consumer Rights Act 2015 are, to the fullest extent permitted by law, excluded from the Contract.

11.5  Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the date on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6  This Clause 11 will survive termination of the Contract.

  1. CONFIDENTIALITY  

12.1  We each undertake that we will not at any time during the Contract, and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 12.2.

12.2  We each may disclose the other’s confidential information:

(a)  to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 12; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3  Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

  1. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL  

13.1  Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven (7) days of you being notified in writing to do so.

13.2  Consequences of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

13.3  Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

  1. EVENTS OUTSIDE OUR CONTROL  

14.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2  If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a)  we will contact you as soon as reasonably possible to notify you; and

(b)  our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3  Either party may by written notice to the other party cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty (30) days. If either of us opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

  1. COMMUNICATIONS BETWEEN US  

15.1  When we refer to “in writing” in these Terms, this includes email.

15.2  Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email support@symphonova.com.

15.3  A notice or other communication is deemed to have been received:

(a)  if delivered personally, on signature of a delivery receipt;

(b)  if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c)  if sent by email, at 9.00 am the next working day after transmission subject to email notice of confirmation receipt.

15.4  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee and the sender provides the corresponding email notice confirmation receipt.

15.5  The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

  1. GENERAL  

16.1  Assignment and Transfer

(a)  We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this page of the Site if this happens.

(b)  You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2  Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

16.3  Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.4  Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

16.5  Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

16.6 If any dispute, controversy, or claim arises out of, relating to, or in connection with this Contract, including without limitation any question regarding the formation, existence, applicability, performance, breach, termination, validity, interpretation, or enforcement thereof, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within ten (10) days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than thirty (30) days after the date of the ADR notice.

No party may commence any litigation in relation to any dispute arising out of this Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

16.6  Governing law and jurisdiction. Subject to clause 17.6, the Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

END OF DOCUMENT