Standard Terms of Business
These Terms of Business, together with a document setting out our Terms of Engagement, form the terms of our contract with our clients (the “Contract Terms”).
A ‘client’ is any person or organisation that receives services from us. HARNESS Consulting is a company incorporated in England and Wales (registration number 07643070); further company details are set out at the bottom of each page.
In the event of any conflict between a clause in terms of Business and the Terms of Engagement, the clause in terms of Business shall prevail.
The laws of England and Wales govern our contract with our clients.
The courts of England and Wales have exclusive jurisdiction, except in that their judgments and orders may be enforced through foreign courts.
The Contract Terms may only be varied by agreement in writing.
Unless otherwise agreed, and subject to the application of current hourly rates, the Contract Terms will apply to any future instructions given by our clients.
Although any continuing instructions from our clients will amount to an acceptance of the Contract Terms, it may not be possible for us to start work on their behalf until a copy of our Terms of Engagement has been signed and returned to us for us to keep on our file.
Our responsibilities include advising our clients on general business matters, following their instructions, reviewing work regularly and discussing with our clients whether a potential outcome is achievable.
Our clients need to provide us with clear and timely instructions, the information and documents required for us to do our work and the funds required.
We are under a professional obligation to keep the affairs of clients confidential but, in some circumstances, we may outsource work, and third parties may be given information about clients and their affairs. This might be, for example, typing or photocopying or research and preparation to assist with a client project. Information relating to our clients may therefore become available to third parties. We always seek a confidentiality agreement with these outsourced providers.
Communication and Meetings
We aim to be as accessible as possible and to communicate with our clients by any method our clients may reasonably request. By arrangement, we can meet our clients outside of our normal working hours (which are 08:00 – 18:00 Monday to Friday, excluding bank holidays).
Unless our clients tell us otherwise, our clients agree to us communicating with them, including sending invoices and other confidential information, by normal, unencrypted email, using the email address(es) our clients have given us from time to time.
Our clients should be aware that there is a risk that emails (in particular when unencrypted) may be intercepted, delayed or corrupted or may fail to be delivered. We make reasonable attempts to exclude from our emails any virus or other defect which might harm a computer or IT system. Our clients undertake to act likewise with any electronic communications our clients send to us.
Neither our clients nor we shall have any liability to each other in respect of any loss arising in connection with such a virus or defect in an electronic communication other than where such loss arises from bad faith or wilful default.
As regards electronic communication:
We will check e-mail and shared documents for viruses.
E-mail, telephone and video conferencing greatly improves the speed and quality of service we give but are not necessarily secure means of communication.
If our clients prefer that we do not use them when communicating, please tell us.
We do not accept any liability for any loss arising from e-mails not arriving on time or at all or for any consequence of interception or loss of confidentiality. We cannot be responsible for the security of correspondence and documents sent by e-mail or other electronic means.
Deliverables mean those deliverables that we have agreed, in terms of Engagement, to deliver to our clients. “Client materials”, i.e. works and materials supplied by or on behalf of our clients, may be incorporated into the deliverables or used for some other purpose in connection with our services.
Also, we may agree in writing with our client to include works and/or materials in the Deliverables for which a third party owns the Intellectual Property Rights. We will refer to these as “Third Party Materials”.
We will use our best efforts to deliver any Deliverables in keeping with the timetable set out in terms of Engagement. We ask our clients to promptly respond to our requests for feedback on any proposals, plans, designs and other materials that relate to the agreed Deliverables.
Clients may use deliverables only for the purposes set out in terms of Engagement. We must agree with any other purpose in advance and writing.
Fees and Expenses
Our fees will be a fair and reasonable charge for the work that we do for our clients. We set out in our Terms of Engagement the basis on which we will charge and an explanation of our fees and expenses. Our fees will be based, in most cases, on a fixed fee basis (i.e. a project with deliverables and set payment dates). All fees will be quoted exclusive of any relevant taxes (e.g. VAT).
We may sometimes charge for the time that we spend doing work on an hourly basis, in which case this will include meetings with our clients and related others, reading, preparing and working on papers, making and receiving telephone calls, e-mails and text messages, preparation of any documents (including detailed costs estimates, schedules and invoices), and time necessarily spent travelling away from our normal place of work. In this case, fee indications are not a formal estimate of what the final cost will be because in most cases it is not possible to predict how things will turn out or how much work will be needed. An indication is a view we form initially of the likely fees. On request, we will tell our clients at any time what the fees and expenses are up to then.
Our fee rates are reviewed from time to time, normally in June each year, and maybe increased, such as to reflect increases in overhead costs, experience and inflation. If a review is carried out before a project has been concluded, we will inform our clients of any variations in the rates before they take effect. If our clients do not accept the new rates after being so informed, we reserve the right not to continue acting for our clients. We may take into account several factors including any need to carry out work outside our normal office hours, the complexity of the work, the speed at which action has to be taken, in which case an increase to our standard rates may be applied to reflect these factors.
Any special arrangements relating to fees will be set out in our Terms of Engagement and override these Terms of Business.
Intellectual Property Rights
We use our best endeavours to respect Intellectual Property Rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs). If you believe that any rights have been disregarded, please contact us in the first instance on email@example.com.
Limitation of Liability
We may use the expression “partner” to include consultants with similar experience and standing who may not be employees of HARNESS Consulting Ltd.
We limit our liability to our clients for claims for breach of contract, breach of duty, negligence and for claims otherwise arising out of or in connection with our engagement or the services we provide in the ways described below.
Our liability to our clients is limited in total to £2,000,000, which is the amount of our professional indemnity cover. In accepting and thereby agreeing to the Contract Terms, our clients acknowledge such limit is reasonable. Such limit on our liability will apply to our aggregate liability to our clients together with any associated party for whom our clients are acting on any basis.
In addition to the other limitations in the Contract Terms if we and/or third parties are responsible for any loss suffered by our clients, our liability for that loss will be limited to a fair proportion of the total loss calculated by reference to the extent of our responsibility.
If our clients have engaged others to represent or advise them on a project in which we are involved, and our clients agree with any of them that their liability to our clients will be limited. So that our position is not adversely affected by any such limitation of their liability, our clients hereby agree that our liability to our clients will not exceed the amount which would have applied in the absence of such limitation.
If our clients start proceedings against us for loss and another organisation is liable (or potentially liable) to our clients in respect of the same loss or damage, our clients agree that our clients will (if we so request) join them into the proceedings, subject to any legal prohibition against our clients joining them in that way.
No claim against individuals
We have an interest in limiting the personal liability of directors, employees and partners. Accordingly, our clients agree that they will not bring any claim against any individual director, employee or partner in respect of loss which our clients suffer or incur, arising out of or in connection with our engagement or the services we provide.
Such provisions will not limit or exclude the liability of HARNESS Consulting Ltd for the acts or omissions of its directors, employees or partners.
Such provisions are for the benefit of our directors, employees and partners, but the Contract Terms may be varied without the consent of all or any of them.
The above exclusions and limitations will not operate to exclude or limit any liability which cannot lawfully be limited or excluded.
In particular, they do not limit liability for fraud, nor for causing death or personal injury by negligence. Still, our liability is also limited as set out elsewhere in the Contract Terms.
Where we have agreed a fixed fee for a defined project, we will send invoices for our fees as set out in the schedule included in terms of Engagement.
For expenses and where we have agreed to invoice for work done, we will send our clients invoices regularly and keep them informed of the fees and expenses that are being incurred. Invoices will normally be sent every month. Unless otherwise stated, each invoice is a final invoice covering the total charge being made for the work done in the period that the invoice covers.
For all invoices, payment is due within 14 days. We reserve the right to exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under Late Payment legislation where the invoice does not receive payments due date.
If payments are not made when required, we may stop our work for our clients until payment is made or (at our discretion) we may terminate the contract. We will not be responsible for any loss that our clients suffer as a result.
Our clients may change their instructions to us at any time, but if at any stage our clients do not wish us to continue doing work and/or incurring fees and expenses on their behalf, our clients must tell us this clearly in writing. If we stop work, we will be entitled to keep any documents (whether in paper or online) if there is money owing to us for our charges and expenses.
If we decide to stop acting for our clients, for example, if our clients do not pay an invoice or comply with the request for a payment on account, we will tell our clients the reason and give notice in writing. We will also require our clients to pay for the expenses we have incurred and for the work we have done, even if the original agreement or understanding had been that we would only invoice our clients on completion of the project.
Except where a fixed project fee is agreed between us, our clients may end their instructions to us at any time by letting us know. Our clients only have to pay for the work done and expenses incurred up to that time. The cancellation terms for a fixed project will be set out in terms of Engagement.