Making Music Platform - terms and conditions

1. About this agreement and the parties

   1. This agreement is between you and us. By taking out a licence over the Making Music Platform, you agree to the terms and conditions of this agreement.
   2. In this agreement:
      1. ‘agreement’ means these terms and conditions;
      2. ‘Making Music’ or ‘us’ (and related words such as ‘we’, ‘our’ and ‘ours’) refers to The National Federation of Music Societies. We are a company limited by guarantee, incorporated in England and Wales with number 308632, and with our registered office at 4 London Wall Place London EC2Y 5AU. We are a registered charity in England Wales (under number 249219) and in Scotland (under number SC038849), and we operate under the trading name Making Music;
      3. ‘Making Music Platform’ is our new platform enabling you to enhance your ability to operate as a member group, as more fully described in clause 2; and
      4. ‘you’ (and related words such as ‘your’ and ‘yours’) refers to member group which is taking a licence over the Making Music Platform.

2. About the Making Music Platform

   1. The Making Music Platform is a web-based service that can provide you with an online administration system, a member database, a member login area and an optional public-facing website to enable you to perform more efficiently and with greater professionalism.
   2. The more specific functions of the Making Music Platform include:
      1. collecting, storing, managing and reporting information about individuals and organisations;
      2. e-mail communication function;
      3. SMS function;
      4. creation and issuing of invoices;
      5. selling event tickets;
      6. taking donations;
      7. enabling the selling of merchandise;
      8. taking card payments;
      9. Gift Aid tracking;
      10. calendar sharing;  
      11. document sharing;
      12. a content-management system for website content.

3. Ownership of the Making Music Platform

   1. The Making Music Platform has been adapted from an Australian website named HarmonySite, which is owned by Virtuous Community, a company based in New South Wales, Australia.
   2. Virtuous Community built the Making Music Platform for us, based on HarmonySite, and has licensed its use to us to us. We in turn sub-license to you.  

4. Nature of your licence

   1. On payment of related fees, we grant you a non-exclusive, revocable licence to use the Making Music Platform in the United Kingdom for the purposes set out in this agreement. 
   2. You will own any content or data that you upload to your licensed Making Music Platform, subject to our rights:
      1. to delete or require the deletion of anything that we consider unlawful, infringing or offensive;
      2. to delete the licensed Making Music Platform in the circumstances set out in this agreement.
   3. Notwithstanding our right to delete or require the deletion of content, we do not proactively monitor or moderate your use of the licensed Making Music Platform, and so you are responsible for any content or data that you add to your Making Music Platform.

5. Your obligations

   1. As licensee over the Making Music Platform, you agree:
      1. not to upload, or permit the uploading of, any material that is criminal or offensive, that infringes any other party’s intellectual property rights, or that you know or suspect to be inaccurate or misleading;
      2. not to try to gain access to the source code, or attempt to reverse engineer or otherwise interfere with the Making Music Platform;
      3. to make all due payments promptly; and
      4. to comply with all laws relating to discriminatory treatment of others in the management of your licence.
   2. You agree to inform us promptly if any part of the Making Music Platform is not working as it should.
   3. Should you breach this clause 5 at any time, we may suspend, withdraw or refuse to renew your licence with no further liability to us.

6. Setting up a licence, and making payments

   1. To set up a licence, you must fill in an online form on our website.
   2. We will then issue you with an invoice for your licence fee, usually within five working days of receipt of your request.
   3. Following receipt of your payment in full, we will commence your licence, usually within ten days of our receipt of cleared funds.
   4. For any further services that you require (for which, see clause 7), we will request payment in advance of the commencement of such services, save where stated otherwise.
   5. Please note that, in order to be accepted for a licence, you must be a member group. We do not offer licences to non-members.

7. Pricing

   1. Licence fee. The Making Music Platform is charged for as follows:
      1. it is licensed on an annual basis, at a current annual cost of £99, plus an initial first-year set-up fee of £145, and an initial first-year one off fee of £15 for an SSL certificate, giving a total first-year cost of £259;
      2. in subsequent years, should you continue with the Making Music Platform, you will pay the licence fee only at its then-current rate;
      3. general ongoing support with managing your Making Music Platform is provided free of charge – however, please see the Schedule of this agreement for instances in which we will charge for supporting you, and the fees for such.  
   2. SMS. The SMS service is charged on a pay-as-you-go basis. We will invoice you annually when your Making Music Platform is due for renewal for any SMS fees incurred in the previous year. You will only be charged for your usage +VAT and we will not add any administration or service charges.
   3. Optional services. We offer five optional services:
      1. Domain name registration       £25 annual fee;
      2. Nightly backup of database     £25 annual fee;
      3. Additional storage space         £25 annual fee
      4. Scheduled tasks                      £36 annual fee
      5. MM Platform App                    £36 annual fee

These can be requested at any time. If you request an optional service with an annual fee part-way through a licence year, we pro-rate the initial fee and period so that it aligns with the next annual renewal of your licence.

1. 4. All prices quoted include VAT.
   5. We reserve the right to vary any fees. Any price change will be communicated to you and will apply to your next renewal.
   6. If you are late in making any payment, without limiting any other right that we have at law (including the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998), we may suspend your licence.

8. Initial licence period and licence renewal

   1. The Making Music Platform is licensed and renewed on a rolling annual basis.
   2. The initial licence period will last twelve months from the date on which your Making Music Platform is created and made available to you. The annual renewal date will be the anniversary of this date.
   3. We will contact you approximately one month before each renewal date regarding your renewal payment.
   4. If, having contacted you, we have not received your renewal payment by the renewal date, we will disable your licensed Making Music Platform.
   5. If you do not renew, we will delete your licensed Making Music Platform on or after the expiry of four months of the date of non-renewal of your previous licence, subject to your rights under clause 8.7.  
   6. If you contact us prior to our deletion of your licensed Making Music Platform to say that you wish to renew, and subsequently make timely payment, we can reactivate your site. Your renewal date will be the date on which it would have been had the licence continued ordinarily. If you contact us after we have deleted your licensed Making Music Platform, there will be another set-up fee in addition to your licence fee, and we will be unable to retrieve your deleted information.
   7. If you tell us that you do not wish to renew, you will be able to export, download and retain all data and content from your licensed Making Music Platform, and we will assist you with this, after which you will  have the following options:  
      1. keeping your platform disabled for an agreed period: this means it still exists on our servers (including all data) but is not publicly visible, or accessible by you. It can be reactivated on your request;
      2. deleting your site: in this instance the site and data cannot be reactivated by you or us.
   8. You can switch your licensed Making Music Platform to one provided by HarmonySite, subject to HarmonySite’s acceptance. We can put you in touch with HarmonySite. The transfer of your site and any ongoing agreements will be between you and HarmonySite.

9. Your Making Music membership

   1. To access the Making Music Platform service, your group must be a member of Making Music. If you do not renew your Making Music membership while a licenced Making Music Platform is active, we will terminate your licensed Making Music Platform.
   2. In relation to our right under clause 9.1:
      1. if your membership is not renewed by 1 March in an applicable year, we will contact you to let you know that your licensed Making Music Platform will be disabled on 31 March unless we receive payment for your Making Music membership (and any outstanding fees in relation to the licensed Making Music Platform) before then; and
      2. if your membership is not renewed by 31 March in an applicable year, we will disable your licensed Making Music Platform without further notice, and will delete it (to the extent that it has not already been deleted in accordance with the other provisions of this agreement.
   3. If you contact us to let us know you will not be renewing your Making Music membership, you will retain the options over the licensed Making Music Platform as outlined in clause 8.7.

10. Cancelling your Making Music Platform

    1. You can decide to cancel your licensed Making Music Platform at any time. If you cancel within thirty days of the commencement of the licence (or date of renewal, as applicable), you will be entitled to a 50% refund of your annual licence fee. No refund will be given for the set-up fee. If you cancel more than thirty days after the date on which an annual licence or renewed licence commences, no refund will be given. 
    2. If you do cancel your licence, you will retain the options over the licensed Making Music Platform as outlined in clause 8.7.

11. Set-up

    1. The initial set-up we provide includes:
       1. creating your Making Music Platform and populating some basic content about your group;
       2. importing your member data (if requested);
       3. creating an initial user account for you so you can access your Making Music Platform;
       4. a welcome email with details of what to do next.
    2. After the initial set-up period, we will provide ongoing support as outlined in the schedule. 

12. Updates and upgrades

HarmonySite will occasionally release updates and upgrades to the software on which your licensed Making Music Platform is based. These will take place automatically. Where they will have a significant impact on the functionality of your licensed Making Music Platform, we will contact you ahead of the release.

13. Data

Our collection, storage and usage of data are covered by our data agreement with you.

14. Payment processing

    1. You can make card payments through your Making Music Platform, using either:
       1. Stripe – this can be integrated into your Making Music Platform, so that you stay within your licensed Making Music Platform when you make payment; or  
       2. PayPal – this is not integrated, and so you will be taken to a separate payment page.
    2. Whichever payment processor you use, you must:
       1. set up and manage your own account with the provider;
       2. be responsible for your own pricing, taking into account payment-processing fees;
       3. accept responsibility for refunds;
       4. accept responsibility for compliance and regulatory requirements with your provider.
    3. We do not accept any responsibility or liability for any technical problems with your card provider or for any claims made to you relating to refunds or charging errors.

15. VAT

You are responsible for the correct charging of VAT that may be applicable to any transactions processed through your licensed Making Music Platform and for any payment of VAT to HM Revenue & Customs that may be collected through your licensed Making Music Platform.

16. Gift Aid

    1. Your Making Music Platform allows you to take donations, including from donors submitting Gift Aid Declarations, and can calculate the Gift Aid that can be claimed on member’s subscription fees (if applicable), including members submitting Gift Aid Declarations. For both of these functions, the licensed Making Music Platform can produce reports showing Gift Aid amounts.
    2. We accept no responsibility for your Gift Aid administration, calculations and HMRC submissions.
    3. If you are using these Gift Aid functions, it is your responsibility to ensure you are eligible for Gift Aid, to register for Gift Aid with HMRC, and to check the accuracy of the Gift Aid information produced by your Making Music Platform before submitting it to HMRC.

17. Disclaimer

    1. Please read this section carefully.
    2. The software on which your Making Music Platform is based is delivered on "as-is" and "as-available" bases.
    3. While we will endeavour to ensure that your licensed Making Music Platform is delivered in an error-free state, and that essential maintenance is performed in a timely and convenient manner, the platform has been created and is maintained by a third party. Therefore, we do not guarantee that:
       1. your licensed Making Music Platform will be error-free or uninterrupted, or that it will provide specific results from use, for example a search or a hyperlink; or
       2. that files you download from the site will be free of viruses, contamination or destructive features;
       3. the licensed Making Music Platform will not be withdrawn owing to the ending of our licence with Virtuous Community, save that if this occurs, we will refund the unexpired portion of your licence fee.
    4. We are not liable for any losses, claims, damages or fines of any kind arising from the use, availability or non-availability of the licensed Making Music Platform, save to the extent caused by our negligence and subject to the limitations in clause 18.

18.  Limitation of liability

    1. Nothing in this agreement shall limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent representation, or for any other matter for which liability may not be limited by law.
    2. Subject to clause 18.1, we shall not be liability for any incidental or consequential loss, however caused.
    3. Subject to clauses 18.1 and 18.2, our maximum liability to you under this agreement shall be 200% of the fees payable to us by you in the twelve months preceding the date on which liability was first incurred, and if liability occurs in the first twelve months this figure shall be calculated on an annualised basis.

19. Changes that you make to your licensed Making Music Platform

You will have administrative control of your licensed Making Music Platform. This means you can make changes to its structure. If any such change leads to broken or reduced functionality of your licensed Making Music Platform, or do not achieve the result you were hoping to achieve, we will endeavour to help you resolve the issues, but we accept no liability or responsibly for the outcome of your actions.

20. Third parties

This agreement is between you and us, and no other party shall have any rights under or in respect of it, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

21. Variation

We may vary these terms from time to time. Any such variations will be notified to you, and will take effect from the next annual renewal, save where the law requires a variation to be implemented sooner, in which case the variation shall take effect once you have been notified of it.

22. Governing law and jurisdiction

This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed in accordance with English law, and you and we submit to the exclusive jurisdiction of the English courts to settle any such dispute or claim.  

Schedule

Support and customer service

You can contact the Making Music team by email or phone to ask for support in building and managing your licensed Making Music Platform.

Our customer service commitment

Providing members with advice and good service is central to everything we do at Making Music – and the same goes for our Making Music Platform service.

We will strive to respond to your queries quickly and to help you resolve any problems you have (see response times table below).

As your licensed Making Music Platform is managed by you, our approach, where appropriate, will be to explain things to you and to train you. This will give you a better understanding of the system so you can manage it efficiently without help from us. That doesn’t mean you should not ask questions whenever you need to, or that we won’t get more involved where necessary.

Our staff are well trained on how the Making Music Platform works and will be able to handle most queries. However, your licensed Making Music Platform is an IT product and we are not IT specialists – there will, therefore, be some queries that we have to refer to HarmonySite for help with. See our data agreement for information on how HarmonySite will handle your data for queries passed to them.

Support cost

Support is generally free, including when we refer queries to HarmonySite.

However, we reserve the right to charge for some support queries that require a lot of staff time and/or are of a particularly complicated nature. We will always make reasonable efforts to avoid this and to provide support for free. If we do charge, it will only ever be to cover costs, not to make profit. If we do think there is a support query that would incur cost, we will discuss it with you and explore the options before any work is done.

Query response and resolution times

Resolution times are our commitment to try to resolve the issue and not a guarantee of resolution (either in these timescales or at all)

See the MM Platform data agreement