Terms of Service - ClearPath Journey Solutions Ltd
These Terms of Service set out the legally binding agreement between you, the client, and ClearPath Journey Solutions Ltd in relation to the provision of customer-journey consultancy and related services. By accessing our website, engaging our services, or signing a proposal, statement of work, order form, or other agreement referencing these Terms, you agree to be bound by them.
ClearPath Journey Solutions Ltd is a company incorporated in the United Kingdom with its registered business address at ClearPath Journey, 2 Exchange Quay, Salford, Manchester M5 3EF, United Kingdom.
1. Introduction and acceptance of terms
These Terms of Service govern the supply of services by ClearPath Journey Solutions Ltd to business clients and other authorised users. If you do not agree to these Terms, you must not use our services or rely on any deliverables produced by us.
Where we issue a proposal, quotation, statement of work, project schedule, or similar document, those documents form part of the contractual arrangement and should be read together with these Terms. If there is any conflict, the order of precedence will be as follows unless otherwise stated in writing:
- the signed proposal, statement of work, or order form;
- any specific service schedule or project-specific terms;
- these Terms of Service.
2. Scope of services
ClearPath Journey Solutions Ltd provides customer-experience and customer-journey consultancy services, which may include the following:
- Customer journey mapping;
- Touchpoint analysis and optimisation;
- Voice of customer research;
- Service blueprint development;
- CX strategy and roadmap planning;
- Process improvement workshops;
- Customer experience performance measurement.
Our services may be delivered through workshops, interviews, research, documentation, analysis, presentations, reports, facilitation, and advisory support. Any examples, timelines, or deliverables discussed during sales or scoping discussions are indicative only unless expressly confirmed in writing.
We may rely on information, materials, access, and cooperation provided by you. We do not guarantee that recommendations will achieve a particular commercial, operational, financial, or customer outcome, as implementation and results depend on factors outside our control.
3. User obligations and responsibilities
You agree to:
- provide accurate, complete, and timely information reasonably required for the delivery of the services;
- ensure that any personnel you nominate to participate are authorised to do so;
- co-operate with us and respond promptly to requests for decisions, approvals, feedback, and access;
- obtain all permissions, consents, and internal approvals necessary for us to perform the services;
- ensure that any data, content, or materials you provide do not infringe third-party rights or violate applicable law;
- use deliverables only for your internal business purposes unless we agree otherwise in writing;
- not misuse, copy, resell, distribute, or commercially exploit our materials except as expressly permitted.
You are responsible for reviewing and verifying the accuracy of any outputs, recommendations, or models we provide before relying on them or implementing them in your business.
If your instructions change, or if additional work is requested beyond the agreed scope, we may revise timelines, fees, and deliverables accordingly.
4. Payment terms and conditions
Fees for our services will be set out in the applicable proposal, quotation, statement of work, or invoice. Unless otherwise agreed in writing:
- all fees are payable in pounds sterling (GBP);
- invoices are due within 14 days of the invoice date;
- fees are exclusive of VAT and any other applicable taxes, which will be added where required;
- expenses reasonably incurred in connection with the services may be charged to you if pre-approved or stated in the relevant engagement document;
- we may suspend work if any invoice remains unpaid after the due date.
Late payments may accrue interest at the rate permitted by applicable law, calculated daily from the due date until payment is received in full, together with recovery costs where allowed. We may withhold deliverables until all overdue amounts are settled.
Any fees quoted assume the scope and assumptions agreed at the outset. If the project scope, timing, number of workshops, number of stakeholders, or access requirements change, we reserve the right to adjust the fees accordingly.
5. Cancellation and refund policy
You may cancel a scheduled service or project by giving written notice to ClearPath Journey Solutions Ltd. Unless otherwise agreed in the relevant statement of work:
- for cancellations made more than 14 days before the scheduled start date, any prepaid fees may be refunded minus reasonable non-recoverable costs already incurred;
- for cancellations made within 14 days of the scheduled start date, we may retain or charge a cancellation fee reflecting time reserved, preparation work, and committed costs;
- once work has started, fees for completed work and committed work-in-progress are non-refundable;
- custom research, analysis, workshop planning, and tailored documentation are generally non-refundable once begun or delivered.
If we cancel a service for reasons within our control, we will refund any prepaid fees for services not yet performed, and our liability will be limited as set out in these Terms. No refund will be due where cancellation results from your breach, failure to cooperate, non-payment, or provision of inaccurate information.
6. Liability limitations
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
Subject to the above, ClearPath Journey Solutions Ltd shall not be liable for:
- loss of profits, revenue, business, contracts, anticipated savings, or goodwill;
- loss or corruption of data;
- indirect, incidental, special, consequential, or punitive losses;
- losses arising from your implementation of recommendations without suitable review, testing, or governance;
- losses caused by information or instructions supplied by you or third parties.
Subject to the exclusions above, our total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, misrepresentation, restitution, or otherwise, shall be limited to the total fees paid or payable by you for the specific services giving rise to the claim.
You acknowledge that our services are advisory and analytical in nature and do not constitute legal, financial, tax, regulatory, or investment advice. You should obtain appropriate independent professional advice where required.
7. Intellectual property rights
Unless otherwise agreed in writing, all intellectual property rights in pre-existing materials, methodologies, tools, templates, frameworks, models, know-how, and software used by ClearPath Journey Solutions Ltd remain our property or the property of our licensors.
Subject to full payment of all applicable fees, we grant you a non-exclusive, non-transferable licence to use the final deliverables we create specifically for you for your internal business purposes. This licence does not permit you to:
- resell, publish, or distribute our deliverables to third parties;
- use our materials to create competing services or derivative commercial offerings;
- remove proprietary notices or attribution;
- share workshop materials, research outputs, or presentation decks outside your organisation without our prior written consent, unless they are expressly intended for external distribution.
You retain ownership of any materials, data, branding, or content that you provide to us. You grant ClearPath Journey Solutions Ltd a non-exclusive licence to use those materials solely to perform the services.
Unless you object in writing, we may refer to you as a client in our experience, capability, or case-study materials, provided we do not disclose confidential information.
8. Data protection and privacy
Each party shall comply with applicable data protection and privacy laws in connection with the services. Where ClearPath Journey Solutions Ltd processes personal data on your behalf, we will do so only for the purpose of delivering the services, in accordance with your lawful instructions and our applicable data processing arrangements.
You are responsible for ensuring that you have a lawful basis for sharing personal data with us, including where voice-of-customer research, interview recordings, survey responses, or customer feedback contains personal information.
We will take reasonable technical and organisational measures designed to protect personal data against unauthorised access, loss, alteration, or disclosure. However, no system is completely secure, and we cannot guarantee absolute security.
Any additional privacy notices, data processing terms, or confidentiality arrangements provided by us from time to time may apply alongside these Terms. If required, the parties will enter into a separate data processing agreement.
9. Force majeure
ClearPath Journey Solutions Ltd shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to:
- power failures, internet outages, or telecommunications disruption;
- natural disasters, fire, flood, epidemic, or pandemic;
- industrial disputes, labour shortages, or transport disruptions;
- acts of government, legal restrictions, or regulatory changes;
- failure of suppliers, hosting providers, or third-party platforms;
- war, terrorism, civil unrest, or similar events.
Where a force majeure event affects performance, we will use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. If the event continues for an extended period, either party may agree to suspend or terminate the affected services in writing.
10. Changes to terms
We may update or amend these Terms from time to time to reflect changes in our services, business practices, or legal and regulatory requirements. Any updated version will be effective from the date specified in the revised Terms or, if no date is specified, upon publication.
Where a material change affects an existing engagement, we will use reasonable efforts to notify you in advance. Continued use of our services after the updated Terms become effective constitutes acceptance of the revised Terms, to the extent permitted by applicable law.
No variation of these Terms will be valid unless confirmed by an authorised representative of ClearPath Journey Solutions Ltd in writing, except where an update has been published in accordance with this section.
11. Applicable law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or formation shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from or relating to these Terms or the services provided by ClearPath Journey Solutions Ltd, except where mandatory law requires otherwise.
12. Contact information
If you have any questions about these Terms or wish to contact ClearPath Journey Solutions Ltd, please use the details below:
- Company: ClearPath Journey Solutions Ltd
- Address: ClearPath Journey, 2 Exchange Quay, Salford, Manchester M5 3EF, United Kingdom
- Email: [email protected]
- Phone: +44 161 927 4836
Written notices should be sent to the postal or email address above, unless we notify you of a different contact address in writing.
13. Severability clause
If any provision of these Terms is found by a court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision shall be severed from these Terms.
The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
By using the services of ClearPath Journey Solutions Ltd, you acknowledge that you have read, understood, and agreed to these Terms of Service.