Terms of Service.

Welcome to Harpi (“Harpi,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your use of our advisory services, website and any other interactions you may have with us. By accessing our services, you agree to comply with these Terms. If you do not agree, please do not use our services.

a. Advisory services: Harpi provides management advisory services across five areas: Strategic Direction (guiding transformative decisions where the path forward is unclear, contested or politically complex); Organisation Restructuring (operational efficiency and capability rebuilding); Stakeholder Navigation (engagement with government, investors, regulators, multilaterals and community actors); Financial Positioning (capital structure, governance and investment readiness); and Institutional Strengthening (building internal capability that makes strategy sustainable). We may also provide related advisory work agreed in writing, including operating-model and digital transformation support where it forms part of an engagement.

b. Clients, sectors and territories: Services are provided to organisations of any kind, public or private, with particular focus on emerging market enterprises, energy and natural resources, government and the public sector, financial services and development organisations. Harpi is established in Guyana and provides services in Guyana, Suriname, Curaçao, the wider Caribbean and other emerging markets, whether delivered remotely from Guyana or on the ground in the client’s territory.

c. Nature of services: All services are advisory in nature. The specific scope, deliverables, timeline and fees for any engagement are defined solely in the applicable engagement letter, which prevails over any general description on our website or marketing materials. Nothing on our website constitutes advice and no advisory relationship arises until an engagement letter has been signed by both parties.

d. Exclusions: Harpi does not provide legal, audit, tax, actuarial, accounting attest, or regulated investment services and is not a licensed financial institution, broker, or investment adviser. Where an engagement touches these areas, clients must obtain independent professional advice from an appropriately licensed provider. Advisory support relating to capital, financing or investment readiness does not constitute a solicitation, an offer of securities, or a guarantee that financing will be secured.

e. Delivery: Services may be delivered directly by Harpi or through our partners, associates and subcontractors, remotely or in person.

f. Specialists and subcontractors: Where part of an engagement is carried by a specialist from outside Harpi, the engagement letter will name them and set out which parts of the work they are responsible for. They work under our engagement letter and to our standard. Harpi remains responsible to the client for the whole of the work, including the parts delivered by others, and remains the client’s point of contact throughout. The client is not asked to contract separately with a subcontractor unless the engagement letter says so and the client agrees to it in writing. Subcontractors are bound by the same confidentiality obligations set out in section 07.

To engage with our services, you must be at least 18 years old and have the legal authority to enter into a contract. By using our services, you represent that you meet these requirements.

a. Engagement letter: Every engagement begins with an engagement letter setting out the scope, the fee, the timetable and who is responsible for what. No work begins before it is agreed in writing by both parties.

b. Fees are fixed, not metered: Advisory fees are agreed in advance for a defined piece of work or a defined period. We do not bill against a running clock for work of this kind. A client who is charged for each conversation will have fewer of them, which is the opposite of what an advisory relationship is for.

c. Diagnostic: Where the problem is not yet defined well enough to scope, we begin with a short diagnostic, charged as a fixed fee and agreed before it starts. It produces a written statement of the problem, what is constraining it and what should be done about it. The client is free to take that and go no further, and the fee is not contingent on further work.

d. Advisory retainer: Charged at an agreed monthly fee for an agreed period, normally four to six months or longer. The fee covers standing availability and the work described in the engagement letter. It is not an allowance of hours and unused availability is not carried forward or refunded.

e. Project engagement: Quoted as a fixed fee against a scope defined in advance, with an agreed end point. Where a diagnostic has been carried out, the project is scoped against its findings.

f. Board advisory: Charged as an annual appointment or per meeting, as set out in the engagement letter.

g. Hourly work: Some work cannot be scoped in advance, such as a single question, a short review or an unforeseen matter arising during an engagement. That work is charged hourly, from USD 150, with the applicable rate stated in the engagement letter. How far above USD 150 the rate sits depends on how senior the work needs to be and how complex or sensitive the matter is. It never depends on how large or well funded the client is.

h. Changes to a fee: A quoted fee does not change without a written variation agreed by both parties before the additional work begins. Where the scope changes materially we will say so and agree a revised fee, rather than absorb the change silently or invoice for it afterwards.

i. What the fee covers: The fee covers the advisory work described in the engagement letter, including any parts of it delivered by specialists engaged by Harpi under section 02f. Third-party costs and expenses incurred on the client’s behalf are handled under section 05.

j. Payment terms: Payment is due on the terms set out in the engagement letter. Late payment may attract interest or suspension of services, and where either applies it is stated in the engagement letter rather than introduced afterwards.

a. Currency: Unless the engagement letter states otherwise, fees are quoted and payable in United States dollars. Where payment is made in another currency, the client bears any exchange-rate difference and all bank, correspondent and transfer charges, so that Harpi receives the full invoiced amount.

b. Taxes: Fees are exclusive of value-added tax, sales tax and any other indirect or local taxes, which are payable by the client in addition to the fees. Where a client is required by the law of its own territory to deduct or withhold tax from a payment, the amount payable shall be increased so that Harpi receives the sum it would have received had no deduction been made, unless an applicable double-taxation treaty provides relief and the client supplies the relevant documentation.

c. Expenses: Reasonable travel, accommodation, visa, permit and other out-of-pocket expenses incurred in delivering cross-border engagements are charged in addition to fees and agreed in advance where practicable.

a. Clients must provide accurate and complete information for effective service delivery.

b. Clients must adhere to agreed timelines and cooperate in good faith.

c. Clients remain responsible for the implementation and outcomes of our recommendations.

a. Harpi respects client confidentiality and will not disclose sensitive information unless required by law.

b. Clients agree not to share proprietary methodologies, reports, or intellectual property provided by Harpi.

c. Our data protection practices comply with applicable regulations in Guyana and in the other territories in which we operate.

d. References and publicity: Neither party names the other publicly in connection with an engagement without the other’s written agreement. Harpi may describe an engagement in anonymised form, without naming the client or any detail from which it could reasonably be identified. A client who has agreed to a named testimonial has not thereby agreed to be named in a case study, and the two are treated separately.

e. Cross-border transfers: Delivering services across Guyana, Suriname, Curaçao and other markets may require client information to be transmitted to, stored in or accessed from a territory other than the client’s own, including by our partners and subcontractors. By engaging Harpi, the client consents to such transfers, subject to Harpi applying appropriate safeguards and confidentiality obligations equivalent to those in these Terms. Where a client is subject to data-protection rules that impose additional requirements, those requirements must be identified in the engagement letter.

a. Independence: Harpi does not sell software, implementation, products or placements. Where we advise a client, the fee for that advice is paid by that client and by no one else. Where any interest could reasonably be seen to affect our advice, we disclose it in writing before the engagement begins or as soon as it arises.

b. Delivery partners: Harpi works with delivery partners, including firms that build or implement what a client decides to do. Two situations arise and they are treated differently. Where a partner engages Harpi to provide advisory work on the partner’s own project, that partner is our client for that engagement and these terms apply between us and them. Where Harpi advises a client and a partner is introduced to carry out work for that client, the position in the following clause applies.

c. Introductions and referral fees: Harpi maintains a defined set of delivery partners and receives a fee, commission or share of revenue from no one else. Where we name or recommend any other provider, we receive nothing from them and hold no interest in the recommendation. Where we introduce a client to a partner and a fee would be payable to Harpi in connection with the introduction or the resulting work, we disclose the arrangement in writing before the introduction is made, including its basis and, where it can be stated, its amount. The client may require as a condition of proceeding that we decline that fee, and we will. We do not make an introduction we would not have made had no fee been payable. A client may ask at any time whether a firm we have named is a partner, and we will answer.

d. Conflicts of interest: The markets in which we work are small and a sector may contain few serious participants. Before accepting an engagement we check it against our current and recent work. Where a conflict exists we decline. Where a matter is adjacent rather than conflicting we disclose it and proceed only with the client’s written agreement, with separation of personnel and information where that is appropriate. We do not act for two parties on opposite sides of the same transaction, negotiation or dispute.

e. Politically exposed persons: Where an engagement involves a politically exposed person, a state-owned entity or a public procurement, we apply enhanced due diligence and record the basis on which the engagement was accepted.

f. Harpi conducts its business in accordance with applicable anti-bribery, anti-corruption and anti-money-laundering laws and will not offer, promise, give, request or accept any improper payment or advantage, whether to public officials or private parties, in any territory in which we work.

g. The client agrees to the same standard for the duration of the engagement and confirms that it is not subject to any sanctions administered by the United Nations, the United States, the United Kingdom, the European Union or any other applicable authority and is not owned or controlled by a sanctioned party.

h. Harpi may carry out client due-diligence and source-of-funds checks before or during an engagement and the client agrees to provide the information reasonably requested for that purpose.

i. Harpi may suspend or terminate an engagement immediately, without liability, where it reasonably believes that continuing would breach this section or expose Harpi to legal or reputational risk. Fees for services already rendered remain payable.

Harpi provides its services on an advisory basis. We do not guarantee specific business outcomes. We shall not be liable for any direct, indirect, incidental, or consequential damages resulting from the use of our services.

a. Either party may terminate an engagement by providing written notice as per the engagement letter terms.

b. In case of termination, clients remain liable for all services rendered up to the date of termination.

c. Harpi reserves the right to refuse or discontinue services at its discretion.

All reports, recommendations, methodologies and other deliverables provided by Harpi remain our intellectual property unless otherwise agreed in writing. Clients are granted a limited, non-transferable license for internal use only.

a. Local requirements: Where Harpi provides services in a territory other than Guyana, including Suriname, Curaçao and other emerging markets, the client is responsible for identifying any local registration, licensing, permit, work-authorisation or filing requirement that applies to the engagement and for notifying Harpi of it before work begins.

b. No local licence implied: Harpi does not hold professional or regulatory licences in every territory in which it advises. Nothing in these Terms or in any engagement constitutes a representation that Harpi is licensed, registered or authorised to carry on a regulated activity in the client’s territory. Where local licensing is required, Harpi will either work alongside an appropriately licensed local provider or decline the mandate.

c. Local advice: Our advice is strategic and commercial. It is not a substitute for legal, tax, regulatory or technical advice under the laws of the client’s territory and clients must obtain such advice locally before acting.

d. Local partners: Where an engagement is delivered with local partners, associates or subcontractors, their appointment and role will be identified in the engagement letter. Harpi remains responsible to the client for the services delivered under that engagement letter.

Neither party is liable for any failure or delay in performing its obligations where that failure or delay results from events beyond its reasonable control, including natural disasters and severe weather, epidemics, civil unrest, war, terrorism, strikes, changes in law, sanctions, expropriation, border or travel restrictions, or sustained failure of power, telecommunications or internet services. The affected party will notify the other promptly and the parties will agree a revised timeline in good faith. If the event continues for more than sixty days, either party may terminate the engagement on written notice, with fees payable for services rendered up to that date.

a. Governing law: These Terms and any engagement entered into under them, are governed by and construed in accordance with the laws of Guyana, without regard to conflict-of-law rules, regardless of the territory in which the services are delivered. Where the mandatory law of the client’s own territory cannot be excluded, that mandatory law applies only to the extent required and the remainder of these Terms continues in force.

b. Language: These Terms and all engagement letters are executed in English. Any translation, including into Dutch, is provided for convenience only and the English text prevails in the event of any inconsistency. Correspondence, deliverables and proceedings are conducted in English unless otherwise agreed in writing.

c. Escalation and mediation: The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives. If unresolved after thirty days, the dispute will be referred to mediation before a single mediator agreed between the parties.

d. Arbitration: Any dispute not resolved by mediation within a further thirty days shall be finally settled by arbitration under the UNCITRAL Arbitration Rules as in force at the date of the engagement, before a single arbitrator, seated in Georgetown, Guyana and conducted in English. The parties choose arbitration because engagements may span several jurisdictions and an arbitral award is generally easier to recognise and enforce across borders than a court judgment. The parties may agree an alternative neutral seat in the engagement letter where the circumstances of a cross-border mandate make that appropriate.

e. Courts: Nothing in this section prevents either party from applying to any court of competent jurisdiction for interim or protective relief, or from enforcing an arbitral award in any jurisdiction in which the other party holds assets. Subject to the arbitration provisions above, the courts of Guyana have jurisdiction.

f. Costs: Each party bears its own costs of mediation and the arbitrator may apportion the costs of arbitration between the parties.

Harpi reserves the right to update these Terms at any time. Clients will be notified of significant changes. Continued use of our services after updates constitutes acceptance of the new Terms.

For any inquiries regarding these Terms, please contact us: