1. Introduction

These Terms constitute a legally binding agreement between you (“Client”, “you” or “your”) and HARNOVA SOLUTIONS LIMITED (“Company”, “we”, “us” or “our”).

Our services are provided to businesses and professional clients. By submitting an enquiry or signing a proposal, statement of work or service agreement, you confirm that you have authority to bind the organisation you represent.

These Terms apply in addition to any written proposal, statement of work or service agreement. Where there is a conflict, the written agreement signed by both parties shall prevail for that specific project.

2. Company Information

3. Definitions

In these Terms, unless the context requires otherwise:

• “Agreement” means these Terms together with any proposal, statement of work or signed contract.
• “Deliverables” means websites, designs, code, content, campaigns, reports or other outputs specified in the Agreement.
• “Intellectual Property Rights” means copyrights, database rights, trade marks, design rights and other proprietary rights worldwide.
• “Services” means digital marketing, web development, e-commerce, consulting and related services we provide.
• “Third-Party Platforms” means external services such as hosting providers, domain registrars, advertising networks and analytics tools.

4. Scope of Services

We provide professional digital services including, but not limited to:

1. Digital marketing strategy and planning;
2. Search engine optimisation (SEO) and content marketing;
3. Pay-per-click (PPC) and paid media management;
4. Web design and custom development;
5. E-commerce store design, build and optimisation;
6. Analytics, tracking and conversion rate optimisation.

The exact scope, deliverables, fees and timelines for each engagement are defined in a written proposal or statement of work. We reserve the right to decline projects that fall outside our expertise or that conflict with applicable law or our ethical standards.

5. Client Obligations

You agree to:

• Provide accurate, complete and timely information, content, approvals and access required for delivery;
• Designate a primary point of contact with authority to approve work and make decisions;
• Ensure that any materials you supply (text, images, logos, data) do not infringe third-party rights and comply with UK law;
• Maintain valid accounts, licences and payments for Third-Party Platforms where applicable (e.g. hosting, domains, ad accounts);
• Review deliverables promptly and provide consolidated feedback within agreed timeframes.

Delays caused by late feedback, missing assets or withheld access may extend timelines and may incur additional fees if agreed in writing.

6. Fees & Payment

6.1 Pricing

Fees are quoted in British Pounds (GBP) unless otherwise stated. Quotes are valid for the period specified in the proposal and may be revised if scope changes.

6.2 Invoicing & due dates

Unless otherwise agreed, invoices are payable within 14 days of the invoice date. Deposits or milestone payments may be required before work commences or continues.

6.3 Late payment

Overdue amounts may accrue interest at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work until outstanding balances are settled.

6.4 Third-party costs

Fees for domains, hosting, software licences, advertising spend and similar third-party costs are typically payable directly by the Client or reimbursed unless explicitly included in our quote.

7. Deliverables & Timelines

We use reasonable skill and care to deliver Services in accordance with the agreed scope. Estimated timelines are indicative and depend on scope, complexity and Client cooperation.

Upon delivery, you will have a reasonable review period (as stated in the Agreement) to request corrections that fall within the agreed scope. Requests outside scope may be treated as change requests and quoted separately.

We do not guarantee specific commercial outcomes (e.g. search rankings, conversion rates or revenue) unless expressly agreed in writing, as results depend on many factors beyond our control.

8. Intellectual Property

8.1 Client materials

You retain ownership of materials you provide. You grant us a non-exclusive licence to use those materials solely to perform the Services.

8.2 Our work

Unless otherwise agreed in writing, upon receipt of full payment we assign to you the Intellectual Property Rights in the final Deliverables created specifically for you, excluding our pre-existing tools, frameworks, templates and know-how.

8.3 Portfolio & publicity

Unless you notify us otherwise in writing, we may display completed work in our portfolio and marketing materials, crediting your business name and website.

9. Confidentiality

Each party agrees to keep confidential any non-public business, technical or financial information received from the other party, except where disclosure is required by law or to professional advisers bound by confidentiality obligations.

This obligation survives termination of the Agreement for a period of three (3) years, except for trade secrets which remain protected for as long as they retain confidential status.

10. Warranties & Disclaimer

We do not warrant that:

• The website will be uninterrupted, error-free or free from harmful components;
• Marketing campaigns will achieve specific rankings, traffic levels or sales targets;
• Third-Party Platforms will remain available or unchanged;
• Information on our website is complete, current or suitable for every purpose.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under the laws of England and Wales.

11. Limitation of Liability

Subject to Section 10, our total aggregate liability arising out of or in connection with any Agreement shall not exceed the total fees paid by you to us under that Agreement in the twelve (12) months preceding the event giving rise to the claim.

We shall not be liable for:

• Loss of profits, revenue, business, goodwill or anticipated savings;
• Loss or corruption of data (except where caused by our negligence and where recovery is reasonably possible);
• Indirect or consequential loss of any kind.

12. Cancellation & Termination

Either party may terminate an ongoing Services agreement in accordance with the notice period set out in the relevant proposal or statement of work.

We may suspend or terminate Services immediately if you:

• Fail to pay undisputed invoices when due;
• Materially breach these Terms and fail to remedy within 14 days of written notice;
• Engage in unlawful, abusive or fraudulent conduct.

Upon termination, you must pay for all work performed and committed costs up to the termination date. Provisions that by nature should survive (including confidentiality, IP, liability and governing law) shall continue in effect.

13. Refunds & Return Policy

13.1 Deposits & work in progress

Deposits and fees for work already performed, research, planning or third-party costs incurred on your behalf are non-refundable, except where we have failed to deliver agreed Services and cannot remedy the failure within a reasonable period.

13.2 Cancellation by Client

If you cancel before completion, you remain liable for all work completed to date and any non-recoverable third-party costs. Any prepaid amounts beyond this may be credited toward future Services at our discretion.

13.3 Cancellation by Company

If we cancel due to our inability to perform (other than force majeure), we will refund any prepaid fees for undelivered Services within 30 days.

13.4 Disputed charges

If you believe an invoice is incorrect, contact us at info@harnova-solutions.com within 14 days of the invoice date. We will investigate and respond promptly.

14. Force Majeure

Neither party shall be liable for delay or failure to perform obligations (other than payment) caused by events beyond reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, internet or utility failures, or widespread platform outages.

The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

15. Governing Law & Disputes

These Terms and any dispute arising from them are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, except that we may seek injunctive relief in any competent jurisdiction to protect Intellectual Property Rights.

Before commencing formal proceedings, the parties agree to attempt to resolve disputes in good faith through negotiation. Either party may refer the matter to mediation if negotiation fails within 30 days.

16. Changes to These Terms

We may update these Terms from time to time. The “Last updated” date at the top of this page indicates when changes were last made. Material changes will be highlighted on our website where practicable.

Continued use of the website after changes take effect constitutes acceptance of the revised Terms. Active service agreements continue under the Terms in effect at the time of signing unless otherwise agreed.

17. Contact Information

For questions about these Terms, please contact: