The following terms and conditions apply to all services, including website development and design services (the Services), provided by HarVian Consulting to the Client, together with any relevant quotation provided to the Client (the Terms), unless otherwise agreed in writing. Acceptance of a quotation, purchase and/or use of the Services constitutes acceptance of these Terms.
1. Charges
Charges for the Services are defined in the project quotation provided to the Client. Quotations are valid for 30 days, after which HarVian Consulting may amend or decline the quotation.
Unless otherwise agreed, all Services require an advance payment of fifty (50) percent of the project quotation before work commences. The remaining fifty (50) percent is payable upon completion, prior to upload or release of materials.
The Client agrees to reimburse HarVian Consulting for any additional expenses reasonably required for completion of the work, including but not limited to domain names, advertising costs, special fonts, and stock photography.
2. Invoicing and Payment
Invoices will be issued in accordance with the agreed payment schedule and are payable upon receipt. Payment is due by bank transfer unless otherwise agreed.
If the Client fails to pay any sum by the due date, interest will accrue at 4% per annum above the Bank of England base rate, calculated daily until payment is received in full.
Accounts unpaid thirty (30) days after the invoice date will be deemed in default. HarVian Consulting may remove Client materials from its servers and accepts no responsibility for resulting data loss. Removal does not relieve the Client of outstanding payment obligations. Clients in default agree to reimburse HarVian Consulting for all reasonable enforcement costs, including legal fees and third‑party collection charges.
3. Change Control Process
If the Client’s requirements change after the website scope has been signed off or the design phase has begun, a change control process will apply. HarVian Consulting will assess feasibility, timing and any additional costs before proceeding.
4. Client Review
The Client will have the opportunity to review the website during design and upon completion. Unless the Client notifies HarVian Consulting of required changes within ten (10) days of materials being made available, the work will be deemed accepted.
5. Turnaround Time and Content Control
HarVian Consulting will publish the Client’s website by the date specified in the project proposal or otherwise agreed once initial payment is received, unless a delay is requested by the Client and accepted by HarVian Consulting.
The Client agrees to provide all necessary co‑operation, information, materials, data, staff access and timely decisions required for delivery of the Services. The Client will appoint a single primary contact to support efficient project progression.
The Client must supply all website content, including text, images, video, audio files and relevant background information.
6. Failure to Provide Required Website Content
HarVian Consulting is a small business and must schedule work efficiently. If required information is not provided within agreed timeframes and delays the project, HarVian Consulting may apply a surcharge of up to 25% of the Charges.
Where Services include SEO, all text content must be provided in advance.
If the Client fails to supply required information within one week of the project start date, HarVian Consulting may close the project and the remaining balance will become immediately payable.
7. Web Browsers
Websites are developed to function with commonly used current browsers (e.g., Firefox, Chrome, Edge). HarVian Consulting cannot guarantee functionality across all browsers or operating systems.
HarVian Consulting is not responsible for display issues arising from browser updates released after handover. Additional work required to ensure compatibility may be quoted separately.
8. Termination
Termination must be requested in writing and is effective upon receipt. The Client will be invoiced for all work completed and expenses incurred up to the date of notice, payable within thirty (30) days.
9. Indemnity
The Services may be used for lawful purposes only. The Client agrees to fully indemnify, defend and hold harmless HarVian Consulting, its directors, employees and agents from all claims, liabilities, damages, losses, costs and expenses (including legal fees) arising from the Client’s use of the Services, including any breach of these Terms or unlawful, negligent or improper use.
10. Intellectual Property
Background IP means any IP Rights, other than Foreground IP, used in connection with these Terms.
Foreground IP means any IP Rights created or developed by either party (or its contractors) in delivering the Services.
IP Rights includes all intellectual property rights of any kind, registered or unregistered.
All Background IP, including data, files, images and logos provided by the Client, remains the property of its owner.
The Client grants HarVian Consulting a non‑exclusive licence to use, reproduce, modify, publish and display such Background IP as required to deliver the Services. This licence may be sub‑licensed to contractors.
The Client is solely responsible for obtaining all permissions, licences and rights for any third‑party materials supplied. The Client warrants that all such permissions have been obtained and shall provide evidence upon request.
The Client shall fully indemnify, defend and hold harmless HarVian Consulting against all claims, damages, losses, liabilities, costs and expenses arising from any allegation that Client‑supplied materials infringe third‑party IP Rights.
HarVian Consulting has no obligation to verify the ownership or licensing status of materials supplied by the Client and shall not be liable for any infringement arising from their use.
All Foreground IP is owned by the party that creates it. HarVian Consulting grants the Client a non‑exclusive licence to use Foreground IP solely for operating the website.
11. Confidentiality
Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any information or documentation of any nature disclosed by the other party (the Disclosing Party), whether before or after the date of these Terms, which relates to the Disclosing Party’s software, operations, products, processes, business affairs, trade secrets, designs, specifications, graphics or other confidential or proprietary information, whether disclosed orally, in writing or by any other means, and whether or not marked as confidential (“Confidential Information”). The Receiving Party shall use such Confidential Information solely for the purpose of performing its obligations under these Terms and for no other purpose.
The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable degree of care. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees and subcontractors who need to know such information for the purposes of these Terms and who are bound by confidentiality obligations no less stringent than those set out in this clause. The Receiving Party shall ensure that such employees and subcontractors comply with this clause as if they were parties to these Terms.
All tangible and intangible forms of Confidential Information, including without limitation all copies, extracts, summaries or adaptations of such information, whether created by the Disclosing Party or the Receiving Party, shall remain the exclusive property of the Disclosing Party. Upon the Disclosing Party’s request, or upon termination of these Terms (whichever occurs first), the Receiving Party shall promptly return or securely destroy all such Confidential Information and, if requested, certify such destruction. The Receiving Party shall not copy, reproduce, publish or distribute any Confidential Information, in whole or in part, without the prior written consent of the Disclosing Party.
The obligations in this clause shall not apply to Confidential Information which: (a) is or becomes publicly available other than through a breach of these Terms; (b) is lawfully furnished to the Receiving Party without restriction by a third party; or (c) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party as much notice as reasonably practicable.
This clause shall survive termination of these Terms.
12. Data Protection
Data Protection Law means the UK GDPR, the Data Protection Act 2018, and any applicable laws replacing or amending them.
Both parties shall comply with all applicable Data Protection Law. This clause supplements, and does not replace, either party’s statutory obligations.
The Client shall comply with Data Protection Law in relation to all personal data it collects, stores or processes, including providing all required privacy information to data subjects, obtaining necessary consents, issuing lawful instructions to HarVian Consulting, and maintaining any required registrations.
Where HarVian Consulting processes personal data on the Client’s behalf, the Client is the controller and HarVian Consulting is the processor. Details of the processing are set out in HarVian Consulting’s Privacy Notice and the project quotation.
HarVian Consulting shall:
process personal data only on documented instructions unless required by law;
ensure authorised personnel are subject to confidentiality obligations;
implement appropriate technical and organisational security measures;
assist the Client with data subject requests where reasonably required;
assist the Client with GDPR compliance obligations where the Client cannot reasonably fulfil them without such assistance (reasonable costs may apply);
retain personal data only as set out in the Privacy Notice;
make available information necessary to demonstrate compliance and allow audits subject to reasonable notice, confidentiality, minimal disruption, and cost reimbursement;
limit access to personal data to individuals who need such access; and
notify the Client without undue delay (and where possible within 24 hours) of any personal data breach.
The Client consents to HarVian Consulting appointing sub‑processors. The Client may object within seven days of notification. HarVian Consulting shall ensure sub‑processors are bound by similar terms and remains liable for their performance.
HarVian Consulting will not transfer personal data outside the UK unless compliant with Data Protection Law.
Each party is responsible for its own compliance with Data Protection Law. HarVian Consulting is not responsible for the lawfulness of the Client’s data collection or instructions and shall not be liable for any loss arising from the Client’s failure to comply with Data Protection Law.
13. Standard Media Delivery
Text must be provided electronically. Images and graphics must be supplied in high‑quality digital formats. HarVian Consulting will take reasonable care but cannot guarantee the return of physical materials.
14. Design Credit and Marketing
A small design credit linking to HarVian Consulting will appear on the Client’s website unless removed for a fee. HarVian Consulting may display the Client’s website, name and branding in its portfolio and marketing materials unless confidentiality is requested in writing before work begins.
15. Post‑Placement Alterations
The Client may request a quotation for post‑installation alterations. HarVian Consulting is not responsible for changes made by the Client or third parties after installation.
16. Domain Names
HarVian Consulting may purchase domain names on behalf of the Client, but responsibility for payment and renewal rests with the Client.
17. Third‑Party Products
Third‑party software is supplied under the licensor’s terms. Licence fees are included in the Charges unless stated otherwise.
18. Client Responsibilities
The Client is responsible for:
the accuracy, completeness and legality of all materials and instructions provided;
ensuring that supplied content does not infringe third‑party rights;
maintaining appropriate backups of all website content and data unless otherwise agreed;
ensuring all use of the website complies with applicable laws.
19. Force Majeure
Neither party shall be liable for delay or failure to perform obligations due to events beyond reasonable control, including illness, power failure, internet outages, strikes, natural disasters or acts of government.
20. Social Media Marketing
Social media services require a minimum three‑month contract with monthly payments in advance. Work will pause if payment is late.
21. Liability
Nothing excludes liability for death, personal injury, fraud or other non‑excludable liabilities.
HarVian Consulting is not liable for loss of revenue, profits, business, opportunity, goodwill, data, or any indirect or consequential loss. HarVian Consulting is not liable for inaccuracies, omissions, delays or errors in website production, nor for damage to Client‑supplied artwork or photos.
HarVian Consulting’s total liability shall not exceed the Charges paid for the Services giving rise to the claim.
22. Severability
If any provision is invalid or unenforceable, the remainder shall continue in full force. The parties shall replace invalid provisions with valid ones closest to the original intent.
23. Governing Law and Jurisdiction
These Terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
HarVian Consulting - Terms and Conditions
