These Terms of Service ("Terms") govern your access to and use of the Harmonious portal, websites and related applications (the "Platform") operated by Harmonious Capital Administration LLC ("Harmonious", "we", "us"). By creating an account, signing in, or using the Platform you agree to these Terms. If you are accepting on behalf of an entity, you confirm you are authorised to bind that entity.
1. Scope of services: the MSA and each Statement of Work
Every client engagement is governed by a Master Service Agreement ("MSA") together with one or more Statements of Work ("SOW"). Each SOW controls the services provided, their scope, the fees, the deliverables, the timing and the operational terms that apply to them. These Terms govern use of the Platform itself and do not expand the services Harmonious provides.
Where the Platform displays a service that is not included in your active scope, that service is not provided and cannot be initiated until a new or amended SOW is signed and activated. You may request additional services through the Platform; a request becomes a service only once it has been quoted, signed and activated.
If these Terms conflict with your MSA or an SOW, the MSA and the applicable SOW control for the services described in them.
2. What Harmonious is, and what it is not
Harmonious is an administrative, technology, onboarding, reporting, payment-facilitation, recordkeeping, compliance-support and regulatory-support provider.
Harmonious does not act as an investment adviser, broker-dealer, placement agent, custodian, transfer agent, escrow agent, trustee, general partner, fund manager, fiduciary, compliance officer, valuation agent, auditor, accountant, tax preparer or legal counsel, unless that role is expressly included in a specific signed SOW. Nothing in the Platform is investment, legal, accounting or tax advice, an offer to sell securities, or a solicitation of an offer to buy securities.
Decisions about offerings, investors, valuations, distributions and filings remain with the client and its own advisers. Documents and templates made available through the Platform are a starting point for your counsel and are not a substitute for legal advice.
3. Accounts, access and security
Access to the Platform is granted to named individuals. You are responsible for keeping sign-in credentials confidential, for the activity carried out under your account, and for telling us promptly if you believe an account has been compromised or a person should no longer have access.
You agree not to share accounts, attempt to access data belonging to another client, interfere with the operation or security of the Platform, or use it to store or transmit unlawful material. We may suspend access where we reasonably believe these Terms have been breached or where continued access presents a security, legal or regulatory risk.
Roles and permissions in the Platform reflect the authority recorded for your organisation. Certain actions — including approving fees and authorising payment instructions — are restricted to people holding the relevant authority.
4. Accepting these Terms and later updates
Everyone who signs in to the Platform is asked to read and accept the current Privacy Policy, these Terms and the other platform documents before continuing. Acceptance is recorded with your name, the version accepted and the date and time.
When we publish a new version of a document, you will be asked to review and accept it the next time you sign in. Continued use of the Platform requires acceptance of the current versions.
5. Client information and responsibilities
You are responsible for the accuracy, completeness and lawfulness of the information, documents and instructions you provide, and for obtaining any consents needed before sending us personal information about other people, including investors and beneficial owners.
Harmonious relies on the information supplied by you and by your investors. We are not responsible for outcomes that follow from information that is inaccurate, incomplete, out of date, or supplied late, or for delays caused by outstanding items on a client-responsibility checklist.
You will cooperate with identity verification, anti-money-laundering screening, accreditation verification and similar checks, and you will not ask us to proceed with a step while a compliance hold applies.
6. Electronic records and signatures
You consent to receive agreements, notices, statements, invoices, tax records and other documents electronically, and you agree that electronic signatures captured through the Platform are binding and have the same effect as handwritten signatures. You may request a paper copy of any document we are required to provide.
7. Fees, invoicing and payment
Fees are set out in your SOW and the pricing schedule agreed with Harmonious, or in an activated service request or rate proposal you have signed. Invoices issued through the Platform reflect those agreed rates and any agreed pass-through expenses.
Invoices are payable by the due date shown on the invoice. Where you report a payment through the Platform, the invoice is marked paid only once Harmonious has matched the funds received. Harmonious facilitates payments and maintains the records; it does not act as a custodian, escrow agent or bank, and it does not hold client funds other than in the manner described in the applicable SOW.
We may suspend delivery of services where invoices remain unpaid after notice, subject to the terms of the MSA.
8. Money movement controls
Payment instructions raised through the Platform are subject to Harmonious's verification and approval controls, including beneficiary verification, callback confirmation, compliance checks and approval by two separate authorised people. Harmonious may decline or delay an instruction that does not clear those controls, that falls outside your active scope, or that is subject to a compliance hold.
9. Confidentiality and data protection
Each party will keep the other's confidential information confidential and use it only to perform its obligations. Harmonious processes personal information as described in the Privacy Policy and, where it processes information on your behalf, under your direction and the terms of the MSA.
Records are retained in line with our record retention policy and applicable law, including after an engagement ends. On termination, data export and record retention are handled through the offboarding process described in the MSA and the applicable SOW.
10. Third-party providers
Some services depend on third-party providers, including identity verification, banking, payment, registered agent, filing and document providers. Those providers act under their own terms, and Harmonious is not responsible for their acts or omissions beyond the standard of care set out in the MSA.
11. Platform availability and changes
We aim to keep the Platform available and secure, but it is provided on an "as is" and "as available" basis and may be interrupted for maintenance, upgrades or events beyond our reasonable control. We may change, add or remove Platform features, provided that we do not reduce the services agreed in an active SOW without following the change-of-scope process.
12. Intellectual property
The Platform, its software, design and content are owned by Harmonious or its licensors, and you receive a non-exclusive, non-transferable right to use them for the duration of your engagement. Your own data, documents and records remain yours.
13. Limitation of liability
To the fullest extent permitted by law, and except as otherwise stated in the MSA, neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue or anticipated savings. The liability caps, exclusions and indemnities set out in the MSA apply to your use of the Platform.
14. Suspension and termination
Access to the Platform continues for as long as your engagement is active. Termination follows the notice period and process set out in your MSA and SOW, including settlement of outstanding invoices, data export and retention of records Harmonious is required to keep. We may suspend or terminate access immediately where required by law or regulation, or where continued access presents a serious security or legal risk.
15. Governing law
These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules, and the dispute resolution provisions of your MSA apply to any dispute arising from them.
16. Contact
Questions about these Terms can be sent to support@harmonious.co, or by post to Harmonious Capital Administration LLC, 400 N Ervay Street, Dallas, Texas 75202, United States of America.