Terms & Conditions

Development & AI

• We utilise cutting-edge technology to deliver high-quality software efficiently.
• AI-Enhanced Development: We use AI tools to assist in coding. All AI-generated output is subject to rigorous human review and validation by our senior engineers.

Intellectual Property (IP)

• Background IP: Hyper Monkey retains 100% ownership of our pre-existing frameworks, libraries, and tools. We grant you a perpetual, royalty-free license to use these as part of your software.
• Foreground IP: Subject to full payment of all fees, we assign ownership of the specific Source Code created for you. This excludes hosting infrastructure and administrative rights to managed cloud environments.
• The Developer’s Clause: We reserve the right to reuse generic code, logic, or algorithms developed during the project for other clients, provided they do not contain your confidential information or branding.
• AI Prompts: We retain ownership of the specific instructions (prompts) and methodologies used to direct AI tools during development.

Acceptance & "Live" Use

• Review Period: You have 7 days to review deliverables. If no written notification of functional defects is received, the work is deemed accepted.
• Live Use: Deployment of the software to a production environment constitutes immediate Acceptance.
• Warranty: We provide a 30-day "Critical Warranty" from the date of live use to fix major defects (defined as failures of core business logic) at no extra cost. This excludes aesthetic changes or issues caused by third-party updates.

Fees, Hosting & Payment

• Monthly Fees: Service fees are payable monthly in advance on the 1st of each month.
• Infrastructure Costs: Third-party hosting (e.g., Google Cloud) is billed in arrears at cost plus a 15% administration fee.
• Usage Spikes: The Client accepts full financial responsibility for infrastructure costs, including spikes caused by DDoS attacks, bot activity, or viral traffic.
• Late Payments: We reserve the right to suspend all services if invoices are 14 days overdue. We are not liable for business interruption resulting from such suspension.

Delays & Cooperation

• Necessary Inputs: You agree to provide brand assets, API keys, and feedback within 5 working days of a request.
• Project Pausing: If a Client-side delay exceeds 30 days, we may invoice for all work completed to date and pause the project.

Liability & Backups

• Liability Cap: Our total liability is capped at the equivalent of 6 months of fees paid.
• Backups: Unless you have purchased a "Resilience Package," you are responsible for your own data backups. Hyper Monkey is not a backup provider.
• Third-Party Services: We are not responsible for the uptime or performance of "upstream" providers (e.g., GCP, AWS). If a third-party provider implements mandatory updates or API deprecations that break the software, the fix will be treated as a paid Change Request.
• Breaking Changes: We are not liable for "upstream" service failures (e.g., Google Cloud outages). If a third-party provider implements mandatory updates or API deprecations that break the software, the fix will be treated as a paid Change Request.
• Statutory Reporting: Per the Cyber Security and Resilience Act 2025/26, we may be required by law to report security incidents to authorities without your prior consent.

Termination & Exit

• Notice: Either party can terminate with 30 days' written notice.
• Exit: Upon termination and full payment, we will provide the Source Code. We do not transfer internal Google Cloud project configurations. Migration to new hosting is the Client's responsibility.

Professional Conduct

• Non-Disparagement: Both parties agree not to make public statements intended to disparage the reputation or services of the other party.
• Non-Solicitation: You agree not to hire or "headhunt" any Hyper Monkey personnel for 12 months following the end of this agreement. Breach of this clause carries a fee equal to 50% of the individual’s new annual salary.

Legal Standing

• Contractual Precedence: If you have signed a separate Master Services Agreement (MSA) with Hyper Monkey, the terms of that signed contract shall take precedence over this webpage.
• Governing Law: These Terms are governed by the laws of England and Wales.
• Prohibited Content: We do not provide services for projects involving violence, pornography, gambling, or illegal activities.

Changes to Terms

We may update these Terms & Conditions from time to time. Changes will be posted on this page with an updated effective date.

Privacy

Please refer to our Privacy Policy for details on how we collect, use, and protect your information.

Contact Us

If you have any questions about these Terms & Conditions, please contact us at hello@hypermonkey.co.uk