Standard Terms of Business

HARNESS Consulting Ltd is incorporated in England and Wales (registration number 07643070); further company details are set out at the bottom of each page.

Together with a Letter of Engagement, these Business Terms form the provisions of our contract with our clients (the “Contract Terms”).  A ‘client’ is any person or organisation that receives services from us. 

Please note:

  • In the event of any conflict between a clause in these Terms of Business and a clause in the Letter of Engagement, the clause in these 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 that foreign courts might enforce their judgments and orders.

  • The Contract Terms may only be varied by agreement in writing

  • Unless otherwise agreed, and subject to the application of current fee rates at the time, the Contract Terms will apply to any future instructions given by our clients

Any continuing instructions from our clients will amount to an acceptance of the Contract Terms.


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 to do our work and the necessary funds.


Confidentiality

We are under a professional obligation to keep clients’ affairs confidential. Still, we may outsource work in some circumstances, and third parties may be given information about clients and their affairs.  Examples of such work might include 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 communicate with our clients by any method our clients may reasonably request.  By arrangement, we can meet our clients outside of our regular working hours (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 standard, 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 (when unencrypted) may be intercepted, delayed, or corrupted or may fail to be delivered.  We make reasonable attempts to exclude any virus or other defect that might harm a computer or IT system from our emails.  Our clients undertake to act likewise with any electronic communications our clients send to us.

Neither our clients nor HARNESS Consulting shall have any liability to each other regarding any loss arising from such a virus or defect in an electronic communication other than where such failure arises from bad faith or wilful default.


Deliverables

Deliverables mean those outputs that we have agreed to deliver to our clients in the Letter of Engagement.  “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.

In addition, we may agree in writing with our client to include works 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 the Letter of Engagement.  We ask our clients to promptly respond to our requests for feedback on any proposals, plans, designs and other materials related to the agreed Deliverables.

Clients may use deliverables only for the purposes set out in the Letter of Engagement.  We must agree to 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.  In our Letter of Engagement, we set out the basis on which we will charge and explain 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. Receiving telephone calls, emails and text messages, preparation of any documents (including detailed cost estimates, schedules and invoices), and time necessarily spent travelling away from our regular place of work.  In this case, fee indications are not a formal estimate of the final cost 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 reasonable fees.  On request, we provide an up-to-date fee estimate for our clients.

Our fee rates are reviewed from time to time, generally in June each year, and maybe increased 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 notified, we reserve the right not to continue acting for our clients.  We may consider several factors, including any need to carry out work outside our regular office hours, the complexity of the work, the speed at which action must 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 Letter 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 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, and rights in designs).  If you believe that any rights have been disregarded, please get in touch with us immediately.


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 that such a 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.


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 regarding 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.


The above exclusions and limitations will not operate to exclude or limit any liability which cannot lawfully be limited or excluded.  They do not limit liability for fraud, nor for causing death or personal injury by negligence.


Payment Arrangements

We have agreed to a fixed fee for a defined project; we will send invoices as set out in the schedule included in the Letter of Engagement. 

We will send our clients invoices regularly, keep them informed of the fees and costs incurred for expenses, and agree to invoice for work done at an hourly rate.  Invoices will generally 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 payments are not received by the invoice 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.


Proportional liability

In addition to the other limitations in the Contract Terms, if HARNESS 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 agree that our liability to our clients will not exceed the amount which would have applied in the absence of such limitation.

Suppose 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. In that case, 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.


Cancellation

Our clients may change their instructions to us at any time, but if our clients do not wish us to continue doing work and incurring fees and expenses on their behalf, our clients must tell us this clearly in writing.  If we stop work and there is money owing, we will be entitled to keep any documents (whether on paper or online).


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 to complete the project.


Termination

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 must pay for the work done and expenses incurred up to that time.  The cancellation terms for a fixed project will be set out in the Letter of Engagement.