Terms of Engagement

These terms govern all engagements between HARVTECH LTD and its clients unless superseded by a separately signed statement of work or master services agreement. By engaging HarvTech, the client accepts these terms.

The Consultant is HARVTECH LTD, a company registered in England and Wales (company no. 13134225), whose registered office is at 31 Wellington Street, Hertford, England, SG14 3AN. VAT registration no. GB 368 4459 53.

The Client is the organisation or individual engaging HarvTech for the delivery of technology consultancy services.

Services are defined in a statement of work, written proposal, or purchase order agreed by both parties before work begins. Any change to the agreed scope must be confirmed in writing by both parties before additional work is undertaken.

• Fees are as agreed in the statement of work, typically expressed as a day rate or fixed project price.
• Invoices are issued on completion of agreed milestones, or monthly for ongoing engagements, and are payable within 30 days of receipt.
• Late payment interest accrues at 8% above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• Reasonable expenses incurred in performing the services (travel, accommodation) are charged at cost and invoiced separately, unless otherwise agreed in writing.
• All fees are exclusive of VAT, which will be added where applicable at the prevailing rate.

• Work product created specifically for the Client during an engagement, and fully paid for, vests in the Client on receipt of final payment.
• Pre-existing IP, tools, frameworks, methodologies, templates, and general know-how belonging to HARVTECH LTD remain the property of HARVTECH LTD.
• Open-source components incorporated into deliverables remain governed by their respective open-source licences.
• The Consultant retains the right to reference the nature of the engagement (without disclosing confidential details) as part of its portfolio, unless the Client requests otherwise in writing.

• Each party agrees to keep the other's confidential information private and not to use it for any purpose outside the engagement.
• Confidential information means any non-public information disclosed in connection with the engagement, whether marked as confidential or not.
• Confidentiality obligations survive termination of the engagement for five years.
• These obligations do not apply to information that is publicly available, independently developed without reference to the confidential information, or required to be disclosed by law or a regulatory authority.

Each party shall comply with applicable data protection legislation including the UK GDPR and the Data Protection Act 2018. Where the Consultant processes personal data on behalf of the Client, a separate data processing agreement will be put in place before such processing begins. The Consultant’s privacy policy is available at /privacy.

• Neither party limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited.
• Subject to the above, the Consultant's total liability to the Client (whether in contract, tort, or otherwise) arising from or in connection with an engagement shall not exceed the total fees paid by the Client to the Consultant in the 12 months preceding the event giving rise to the claim.
• The Consultant shall not be liable for: loss of profit; loss of revenue; loss of data; or indirect, special, or consequential loss of any kind.
• The Client is responsible for maintaining adequate backups of its systems and data. The Consultant accepts no liability for data loss resulting from changes made with the Client's knowledge and approval.

HARVTECH LTD maintains professional indemnity insurance and public liability insurance appropriate to the nature of the services provided. Confirmation of cover can be provided on request.

HARVTECH LTD provides services as an independent contractor. Nothing in these terms or in any statement of work creates a relationship of employment, agency, partnership, or joint venture between the parties. HARVTECH LTD is solely responsible for its own tax, National Insurance, and other statutory obligations.

• Either party may terminate an engagement by giving 10 business days' written notice, unless the statement of work specifies a different notice period.
• On termination, the Client will pay for all work completed and for any approved expenses incurred up to the termination date.
• Either party may terminate immediately on written notice if the other party commits a material breach that is not remedied within 10 business days of notice, becomes insolvent, or engages in fraudulent or grossly negligent conduct.

These terms, and any dispute or claim arising from or in connection with them (including non-contractual disputes), are governed by the law of England and Wales. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Questions about these terms? Contact us at alex@harvtech.co.uk before entering into an engagement.