The Small Print
The terms and conditions which apply to and govern this Order are the Conditions. The parties agree that all other terms and conditions are expressly excluded.
Parties

CLEAR PATH CARE ADVISORY LTD, company number 17092236, registered office 6 Woolhouse Way, Cringleford, Norwich, England, NR4 7FU ("Supplier"); and
Any business, company, organisation, healthcare provider, care provider, sole trader, partnership, proposed business undertaking, or authorised representative purchasing, requesting, accepting, or using the Services ("Customer").

1. Definitions and interpretation
1.1 Definitions
In this Agreement:
Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
Authorised Persons: means a party's and its Affiliates' officers, directors, members, partners, and any of their employees, consultants, agents, representatives, or professional advisers;
Bribery Laws: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments, and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction;
Business Day: means a day other than a Saturday, Sunday or public holiday in England and Wales when banks are open for business;
Charges: means the charges payable by the Customer for the supply of the Services in accordance with clause 6 (Charges and Payment);
Conditions: means these terms and conditions;
Commencement Date: means the date of this Agreement;
Confidential Information: means any information that a party has or acquires after the date of this Agreement that is confidential in nature concerning the other party including, without limitation, its business, affairs, customers, clients, Supplier, plans or strategy or that of any Affiliate of the other party;
Contract: means the agreement between the Supplier and the Customer for the supply of Services in accordance with these Conditions following the Order and the Supplier's acceptance of the same in accordance with clause 3.2;
Contract Year: means each consecutive period of 12 calendar months commencing from the Commencement Date and each anniversary of such date;
Control: has the meaning given in the Corporation Tax Act 2010, section 1124, and Controls and Controlled shall be interpreted accordingly;
Customer: means any individual acting in the course of business, company, organisation, partnership, sole trader, proposed business undertaking, or other entity that purchases, requests, books, accepts, or receives the Services from the Supplier.
Customer Default: has the meaning set out in clause 5.2;
Data Controller: has the meaning set out in section 6(2) of the Data Protection Act 2018;
Data Protection Legislation: means the UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications), and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;
Deliverables: means any applications, documents, reports, drafts, submissions, templates, or other work product produced by the Supplier as part of the Services;
Force Majeure: has the meaning given in clause 12.1;
Intellectual Property Rights: means copyright, rights related to copyright such as moral rights and performers' rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, and (v) wherever existing;
Know-how: means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, and information relating to the customers and the Supplier (whether written or in any other form and whether confidential or not);
Losses: means all damages, liabilities, demands, costs, expenses, claims, actions, and proceedings (including all consequential, direct, indirect, special, or incidental loss or punitive damages or loss, legal and other professional fees, costs and expenses, fines, penalties, interest, and loss of profit or any other form of economic loss (including loss of reputation));
Order: means the Customer's request for the Services;
Quotation: means the written proposal, estimate, or scope document issued by the Supplier describing the Services and Charges;
Services: means the services, including the Deliverables, supplied by the Supplier to the Customer;
Supplier: means the legal company stated in Parties 2;
Supplier Materials: means all materials, documents, methodologies, templates, systems, data, software, and other property supplied or made available by the Supplier in connection with the Services;
Term: has the meaning given in clause 2;
VAT: means value added tax, as defined by the Value Added Tax Act 1994.
1.2 Interpretation
In this Agreement:
1.2.1 a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
1.2.2 a reference to this Agreement includes its schedules, appendices, and annexes (if any);
1.2.3 the table of contents, background section, and any clause, schedule, or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;
1.2.4 a reference to a "party" includes that party's personal representatives, successors, and permitted assigns;
1.2.5 a reference to a "person" includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors, and permitted assigns;
1.2.6 a reference to a "company" includes any company, corporation, or other body corporate, wherever and however incorporated or established;
1.2.7 a reference to a gender includes each other gender;
1.2.8 words in the singular include the plural and vice versa;
1.2.9 any words that follow "include," "includes," "including," "in particular," or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words;
1.2.10 a reference to "writing" or "written" includes any method of reproducing words in a legible and non-transitory form;
1.2.11 a reference to legislation includes all subordinate legislation made and in force as at the date of this Agreement under that legislation; and
1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept, or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. Commencement and term
This Agreement commences on the Commencement Date and shall continue to be in force until the complete provision of the Services, whereupon it shall automatically terminate, unless terminated earlier by the parties pursuant to clause 10.
3. Basis of contract
3.1 The Quotation sets out the Services to be supplied by the Supplier and shall form the basis of the Contract when accepted in accordance with clause 3.2.
3.2 The Quotation shall be deemed accepted, and the Contract formed on the earlier of:

written acceptance by the Customer;
electronic acceptance through the Supplier's website, booking system, portal, payment system, checkbox confirmation, or electronic process;
submission of an Order or booking request;
payment of a deposit, instalment, deferred payment agreement, or full payment; or
commencement of the Services by the Supplier.

3.3 Any samples, drawings, descriptive matter, or advertising issued by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
3.5 The Customer confirms that it is entering into this Agreement wholly or mainly for purposes relating to its trade, business, craft, or profession, including the establishment, acquisition, preparation, operation, or proposed operation of a healthcare, care, or related business undertaking, and not as a consumer within the meaning of the Consumer Rights Act 2015.
Where the Customer has not yet incorporated a company, the individual entering into this Agreement warrants that they are doing so in connection with an intended business activity and shall remain personally liable under the Contract unless and until a novation is agreed in writing by the Supplier.
3.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 calendar days from its date of issue.
4. Supply of Services
4.1 In the event that a Quotation is deemed accepted in accordance with clause 3.2 above, the Supplier shall perform the Services for the Customer in accordance with the Quotation.
4.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence in relation to performance. Any timelines are dependent upon the Customer providing accurate and complete information in a timely manner.
4.3 The Supplier shall notify the Customer of any proposed amendment and any material amendment to the Services or Quotation shall require the prior written agreement of both parties.
4.4 The Supplier provides consultancy and administrative support services in relation to Care Quality Commission (CQC) applications and compliance. The Services are administrative and consultancy support services only and should not be relied upon as legal advice or regulatory determinations. All final decisions, submissions, and regulatory compliance obligations remain the sole responsibility of the Customer.
4.5 Modification of Scope and Additional Requirements
If, after the initial call or after the Agreement is executed (whichever occurs later), the Customer requests modifications to the scope of Services or introduces additional requirements that were not part of the original agreement, additional costs will apply. These additional costs will be determined by the Supplier based on the nature and extent of the requested changes. The Customer will be notified of these costs and must agree in writing before any modified or additional Services are provided. The Customer acknowledges that such changes may result in delays or alterations to the agreed delivery timelines.
4.6 Scope Limitation
The Supplier's responsibility is limited strictly to completion of the agreed Services and any initial submission expressly included within the Quotation.
The Supplier shall have no obligation to:

revise, amend, or resubmit any application following submission;
provide coaching, training, or interview preparation;
respond to or manage any post-submission queries, requests, or correspondence from the CQC; or
provide additional documentation beyond the agreed scope of Services.

Any additional work requested outside of this scope will be subject to separate agreement and additional charges.
4.7 Completion of Services
The Services shall be deemed complete when the Supplier confirms in writing that the Deliverables are materially complete based on the information provided by the Customer.
4.8 At its sole discretion, the Supplier may provide one reasonable round of minor amendments or responses to regulator queries directly relating to the original submission, provided such requests are received within 30 calendar days of submission. Any additional work shall be chargeable.
4.9 The Customer acknowledges and accepts that:

the outcome of any CQC application is entirely outside the Supplier's control;
regulatory decisions are based on factors determined solely by the relevant authority; and
payment for the Services is for the provision of consultancy and administrative support services and not for any guaranteed outcome, approval, licence, registration, or commercial result.

4.10 The Deliverables shall be deemed accepted by the Customer unless the Customer notifies the Supplier in writing of any material non-conformity within 10 Business Days of delivery. The notice must provide reasonable details of the alleged non-conformity. Failure to notify within this period shall constitute acceptance of the Deliverables.
5. The Customer's obligations
5.1 The Customer shall:

ensure that the terms of the Quotation (including the Services) are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
pay all Charges for the Services;
provide the Supplier, its employees, agents, consultants, and subcontractors with access to the Customer's premises, office accommodation, and other facilities as reasonably required;
provide the Supplier with such information and materials as may reasonably be required from time to time in order to supply the Services, and ensure that such information is complete, accurate in all material respects, and not misleading;
acknowledge that the Supplier shall not be responsible for any errors, omissions, delays, or outcomes arising from inaccurate, incomplete, or misleading information provided by the Customer;
acknowledge that the Supplier is entitled to rely on information, instructions, approvals, and representations provided by the Customer without independent verification unless expressly agreed otherwise in writing;
obtain and maintain all necessary licences, permissions, and consents required for the Services prior to commencement;
keep all materials, equipment, documents, and other property of the Supplier in safe custody at its own risk, maintain them in good condition, and not dispose of or use them other than in accordance with the Supplier's written instructions;
comply with any additional obligations set out in the Quotation;
indemnify the Supplier to the extent caused by any direct losses, liabilities, damages, and reasonable legal costs incurred by the Supplier arising directly from:

the Customer's breach of this Agreement;
the Customer's negligence; or
the Customer's unlawful acts or omissions;


use reasonable endeavours to assist the Supplier in recovering any overcharged amounts where the Supplier reasonably believes that such recovery is appropriate and supported by the available information;
comply with all applicable laws, including health and safety laws; and
provide all necessary authority for the Supplier to act on its behalf in connection with the Services.

5.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in clause 4; and
the Customer shall reimburse the Supplier on written demand for any costs, losses, expenses, or disbursements (on the indemnity basis) sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.3 Where calls are arranged as part of the Services, these are for the purpose of obtaining information, clarifying details, or progressing the application.
If the Customer fails to attend a scheduled call, the Supplier reserves the right to proceed with the application based on the information already provided. Missed calls shall not automatically entitle the Customer to rescheduling unless agreed at the Supplier's discretion.
5.4 The Customer acknowledges that timely participation in scheduled calls and provision of information is required to complete the application.
Delays in attending calls or providing information may impact timelines, and the Supplier shall not be responsible for any resulting delays.
5.5 Additional Work or Time
If additional calls, time, or work are required due to incomplete, unclear, or changing information provided by the Customer, the Supplier reserves the right to apply additional charges. Such charges will be agreed in advance.
6. Charges and payment
6.1 The Charges payable by the Customer shall be as set out in the Quotation or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order is placed.
6.2 The Charges are strictly limited to the scope defined in the Quotation.
6.3 The Customer shall pay each invoice submitted by the Supplier:

invoices will be raised upon acceptance of the Quotation in accordance with clause 3.2;
time for payment shall be of the essence of the Contract;
invoices shall be settled in full and in cleared funds to a bank account nominated in writing by the Supplier; and
the Supplier shall not be obliged to commence provision of the Services until cleared funds have been received.

6.3A Deferred Payment Arrangements

The Supplier may, at its sole discretion, agree to provide the Services on a deferred payment basis.
Where a deferred payment arrangement is agreed in writing:

the Contract shall remain binding from acceptance in accordance with clause 3.2 regardless of whether payment has yet been made;
invoices may be issued upon completion of specified milestones, including submission readiness, delivery of Deliverables, or submission of the application;
payment shall become due immediately upon the occurrence of the agreed milestone or within the payment period specified in the Quotation or invoice;
the Supplier reserves the right to suspend submission of any application, release of Deliverables, or further performance of the Services until payment has been received in cleared funds.


Unless otherwise agreed in writing, deferred payment arrangements do not constitute regulated credit arrangements, financing arrangements, or consumer credit services.
Where payment is required in advance, the Supplier shall not be obliged to commence provision of the Services until cleared funds have been received, unless otherwise agreed pursuant to clause 6.3A.
Deferred payment arrangements are offered solely to Customers acting in the course of business and not to consumers.

6.4 All amounts payable by the Customer under the Contract are calculated exclusive of Value Added Tax (VAT). VAT will be added where applicable at the prevailing rate at the time of the issuance of the relevant invoice or application for payment.
6.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each calendar day at 8% per annum above the Bank of England's base rate from time to time, but at 4% a year for any period when the Bank of England's base rate is below 0%.
6.6 All amounts due by the Customer under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6.7 Payment Providers and Electronic Payments
The Supplier may make available payment facilities through third-party payment providers including, without limitation, Stripe, GoCardless, PayPal, banking providers, direct debit providers, and other electronic payment systems.
The Customer authorises the Supplier and its payment service providers to process payments using the payment method selected by the Customer.
The Customer acknowledges that:

payment processing services are provided by independent third parties and may be subject to separate terms and privacy policies;
the Supplier is not responsible for delays, outages, banking failures, payment gateway interruptions, or technical issues affecting third-party payment providers outside the Supplier's reasonable control;
any chargeback, payment reversal, failed collection, or unauthorised cancellation of payment authority shall constitute non-payment under this Agreement;
the Supplier reserves the right to suspend the Services, withhold Deliverables, or recover any associated costs arising from failed or reversed payments;
the Customer remains liable for all Charges irrespective of any dispute raised with a payment provider unless otherwise determined by a court of competent jurisdiction.
Where the Customer authorises recurring or direct debit payments, the Customer confirms that it has authority to grant such payment authority and agrees to maintain valid payment details for the duration of the Contract.

7. Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. However, upon full payment of all sums due under the Contract, the Supplier assigns to the Customer, with full title guarantee, all Intellectual Property Rights in the final Deliverables. The Supplier shall retain ownership of any templates, frameworks, methodologies, systems, processes, or other proprietary materials used in the creation of the Deliverables and grants the Customer a non-exclusive, non-transferable, royalty-free licence to use such materials solely as incorporated within the final Deliverables. No Intellectual Property Rights in any Deliverables shall transfer to the Customer unless and until all sums due under the Contract have been paid in full.
7.2 The Customer grants the Supplier a non-exclusive, royalty-free licence to use materials provided by the Customer solely for the purpose of performing the Services and for no other purpose.
8. Data Protection
8.1 Compliance with Data Protection Laws
Both parties shall comply with all applicable requirements of the UK Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, a party's obligations under such legislation.
8.2 Roles of the Parties
The parties acknowledge that, for the purposes of the UK Data Protection Legislation:

the Customer is the Data Controller; and
the Supplier is the Data Processor.

The Supplier shall not determine the purposes or essential means of processing and acts strictly on the documented instructions of the Customer.
The parties acknowledge that each party may act as an independent controller in respect of certain processing activities.
8.3 Lawful Basis and Instructions
The Customer shall ensure that it has all necessary lawful bases under Article 6 of UK GDPR and, where applicable, Article 9 (special category data), to enable the lawful processing and transfer of personal data to the Supplier.
The Supplier shall process personal data only on the documented instructions of the Customer, unless required to do so by applicable law.
8.4 Nature of Processing
Processing of personal data by the Supplier shall be limited to what is necessary to deliver the Services, including CQC consultancy, application preparation, administrative support, and review of supporting documentation provided by the Customer.
The Supplier does not carry out DBS checks, background screening, or verification of criminal records and does not independently verify any information contained within DBS certificates or equivalent documentation.
Any DBS certificates or criminal offence data reviewed by the Supplier are processed solely for the purpose of assisting with CQC registration support and are not retained beyond the period necessary for completion of the Services.
8.5 Confidentiality
The Supplier shall ensure that all personnel authorised to process personal data are subject to appropriate confidentiality obligations.
8.6 Security Measures
The Supplier shall implement appropriate technical and organisational measures in accordance with Article 32 UK GDPR, including encryption where appropriate, password protection, restricted access controls, secure storage systems, staff confidentiality obligations, and procedures designed to prevent unauthorised or unlawful processing, accidental loss, destruction, or damage to personal data.
8.7 Sub-processors

The Customer provides general authorisation for the Supplier to appoint sub-processors, including third-party service providers located in the United Kingdom, the European Economic Area (EEA), and the Philippines.
The Supplier shall ensure that all sub-processors are bound by written agreements imposing data protection obligations no less protective than those set out in this Agreement.
The Supplier shall remain fully liable for the acts and omissions of its sub-processors.

8.8 International Transfers

The Customer acknowledges and agrees that personal data may be transferred to and processed in countries outside the United Kingdom, including the European Economic Area (EEA) and the Philippines, for the purpose of delivering the Services.
Where personal data is transferred outside the UK to a country not subject to an adequacy decision, the Supplier shall ensure appropriate safeguards are in place, including:

the UK International Data Transfer Agreement (IDTA); or
the UK Addendum to the EU Standard Contractual Clauses (SCCs).


The Supplier shall ensure that such transfers are subject to appropriate technical and organisational safeguards.
Where required under applicable Data Protection Legislation, the parties shall enter into the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses prior to any restricted international transfer of personal data.

8.9 Assistance to the Customer
The Supplier shall assist the Customer, at the Customer's cost, in:

responding to data subject requests; and
ensuring compliance with obligations relating to security, breach notifications, and data protection impact assessments.

8.10 Data Breach
The Supplier shall notify the Customer without undue delay and, where reasonably practicable, within 72 hours of becoming aware of a personal data breach affecting the Customer's personal data.
8.11 Data Retention and Deletion
Upon termination or completion of the Services, the Supplier shall, at the written direction of the Customer, delete or return all personal data unless retention is required by law. This includes any copies of DBS certificates or equivalent sensitive supporting documents, which shall not be retained longer than necessary for service completion.
8.12 Audit Rights
The Supplier shall make available to the Customer all information reasonably necessary to demonstrate compliance with this clause 8 and shall permit reasonable audits or inspections by the Customer or its authorised representatives no more than once in any 12-month period, upon reasonable written notice and during normal business hours, provided that such audits do not unreasonably interfere with the Supplier's business operations or compromise confidentiality obligations owed to other customers.
8.13 Transparency
The Customer acknowledges that personal data may be processed by the Supplier and its authorised personnel and approved sub-processors for the purpose of delivering the Services. Such processing may involve the transfer of personal data outside the United Kingdom, including to the European Economic Area (EEA) and the Philippines, in accordance with clause 8.8.
9. Limitation of liability
9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability which cannot lawfully be limited or excluded.

9.4 Subject to clause 9.3, the Supplier's total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed 100% of fees paid or payable under the Contract by the Customer under the Contract in the 12 months preceding the event giving rise to the claim.
9.5 This clause 9.5 sets out specific heads of excluded loss:

subject to clause 9.3, the types of loss listed in clause 9.5(b) are wholly excluded by the parties; and
the following types of loss to the Customer are wholly excluded:

Loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of anticipated benefit related to the recording of profit/loss or in respect of any matters relating to the Services, loss of use or corruption of software, data or information, loss of or damage to goodwill or reputation, and/or any indirect or consequential loss.
9.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4. In view of these commitments, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 Unless the Customer notifies the Supplier that it intends to make a claim against the Supplier in respect of an event arising out of or connected with the Services, the Quotation, and the Order within the notice period, providing complete particulars (to the extent then known or reasonably ascertainable) in writing in accordance with clause 12.8, the Supplier shall have no direct or indirect liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 calendar months from that date.
9.8 This clause 9 shall survive termination of the Contract.
10. Termination
10.1 Either party may terminate this Agreement for convenience at any time prior to completion of the Services by giving not less than 5 Business days written notice to the other party.
10.2 If the Customer terminates this Agreement within 5 Business days of the Commencement Date, the Supplier may retain payment for Services already performed and recover reasonable costs and expenses incurred up to the termination date.
10.3 Except where prohibited by law, all payments made or due under the Contract are non-refundable. For the avoidance of doubt:
(a) dissatisfaction with regulatory outcomes;
(b) refusal or rejection by the CQC or any authority;
(c) delays caused by the Customer; or
(d) changes in the Customer's business circumstances,
shall not entitle the Customer to any refund.
10.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by written notice to the other party if:

the other party commits a material breach of any term of the Contract and, where such breach is capable of remedy, fails to remedy that breach within 15 Business days after being notified in writing to do so;
the other party enters administration, liquidation, or any arrangement with creditors, or ceases or threatens to cease carrying on business; or
the other party is unable to pay its debts as they fall due.

10.5 Without affecting any other right or remedy available to it, the Supplier may terminate or suspend the Services under the Contract with immediate effect by giving written notice to the Customer if:

the Customer fails to pay any amount due under the Contract or any prior contract with the Supplier;
there is a change of Control of the Customer; or
the Supplier becomes aware that the Customer has misled, misstated, or otherwise failed to use its best endeavours to faithfully furnish the Supplier with documentation and information directly or indirectly related to the Services provided.
the Customer or any representative of the Customer engages in abusive, threatening, discriminatory, or inappropriate conduct toward the Supplier or its personnel.

11. Consequences of termination
11.1 On termination of the Contract:

the Customer shall immediately pay to the Supplier all outstanding invoices, deferred payment amounts, accrued interest where applicable, and any Charges relating to Services completed, partially completed, or substantially completed prior to termination.
the Customer shall cease use of and, where reasonably practicable, delete or return all of the Supplier's Intellectual Property not paid for under the Contract; and
the Customer shall return all Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, the Supplier may pursue any remedies available to it at law.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue to be in force, or to continue to apply, on or after termination or expiry of the Contract shall remain in full force and effect.
12. General
12.1 Force majeure
The Supplier shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
12.2 Assignment and other dealings

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Contract including through employees, contractors, or service providers located outside the United Kingdom.
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

12.3 Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or Suppliers of the other party, except as permitted by clause 12.3(b).
Each party may disclose the other party's confidential information:

to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out that party's obligations under the Contract. Each party shall use reasonable endeavours to ensure that such persons treat the information as confidential; and
as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.


Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
The Customer acknowledges that the Supplier's Services may involve confidential methodologies, trade secrets, and proprietary business information. The Customer agrees not to request disclosure of any information which is not reasonably necessary for the purposes of the Contract where such disclosure would reveal the Supplier's confidential business methods or trade secrets.
Nothing contained herein shall prevent any demand being made of the Supplier for such information as may be required by a court or otherwise by law, save that in such event the Customer agrees to use its best endeavours to ensure that the same is kept confidential.
The obligations contained in this clause 12.3 shall survive termination or expiry indefinitely in respect of trade secrets and for six years in respect of all other confidential information.
The Customer shall not, during the Term and for a period of 12 months thereafter, solicit with a view to employment or engagement, any employee, consultant, contractor, or subcontractor of the Supplier involved in the provision of the Services without the Supplier's prior written consent.

12.4 Entire agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
12.7 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case), or sent by email to the address specified in the Quotation or otherwise notified in writing.
Any notice shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.


This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
The parties agree that this Agreement may be entered into electronically and that electronic signatures, electronic acceptance, click-through acceptance, checkbox confirmations, and electronic communications shall have the same legal effect as handwritten signatures.

12.8A Electronic Communications
The Customer acknowledges that communications and document transfers may take place electronically. While the Supplier uses reasonable security measures, the Supplier shall not be liable for any unauthorised interception, corruption, loss, delay, or alteration of electronic communications outside its reasonable control.
12.8B Cybersecurity and Systems Availability

The Supplier uses reasonable technical and organisational measures designed to protect its systems, communications, software platforms, and stored data from unauthorised access, loss, misuse, disruption, or cyberattack.
The Customer acknowledges that the provision of the Services may depend upon third-party systems, software providers, cloud hosting providers, internet services, telecommunications networks, AI systems, payment platforms, and electronic communication services which are outside the Supplier's direct control.
The Supplier shall not be liable for any delay, interruption, corruption, temporary unavailability, security incident, cyberattack, ransomware event, malware infection, denial of service event, cloud provider outage, internet failure, telecommunications failure, or other technical disruption affecting the Services where such event arises outside the Supplier's reasonable control.
The Customer is responsible for maintaining appropriate cybersecurity, access controls, antivirus protection, password security, backup procedures, and security measures within its own systems and devices.
The Supplier does not warrant that electronic systems, portals, communications, file transfers, or third-party platforms used in connection with the Services will be uninterrupted, error-free, or completely secure at all times.
Where a cybersecurity incident materially affects the Supplier's ability to provide the Services, the Supplier shall use reasonable endeavours to restore functionality and minimise disruption as soon as reasonably practicable.
To the extent permitted by law, the Supplier excludes liability for indirect or consequential losses arising from cybersecurity incidents, electronic system failures, or unauthorised third-party access outside the Supplier's reasonable control.

12.9 Third party rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10 Dispute resolution
If any dispute arises out of or in connection with this Agreement, the parties shall use reasonable endeavours to resolve the dispute amicably through good faith discussions between authorised representatives of each party.
12.10A Complaints Procedure
Any complaint relating to the Services should be submitted in writing to contact@clearpathcareadvisory.com. The parties shall use reasonable endeavours to resolve complaints amicably before commencing formal legal proceedings.
12.11 Interim relief
Nothing in this Agreement shall prevent either party from seeking immediate legal or equitable relief, including recovery of unpaid sums or injunctive relief, through the courts of England and Wales.
12.12 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12.13 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12.14 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture, fiduciary relationship, or agency relationship between the parties, except that the Supplier may act as the Customer's authorised representative solely to the extent necessary to perform the Services.
12.15 Each party shall comply with all applicable Bribery Laws and shall maintain adequate procedures designed to prevent bribery and corruption in connection with the Contract.
13. Use of Artificial Intelligence
13.1 The Supplier may use artificial intelligence ("AI") tools and automated software tools as assistive technologies to support the delivery of the Services, including drafting, analysis, and document preparation.
13.2 AI tools are used as assistive technologies only. All outputs generated using AI shall be subject to reasonable human review by the Supplier prior to delivery to the Customer.
13.3 The Customer acknowledges that AI tools may involve automated processing of information provided by the Customer.
13.4 The Supplier shall ensure that any AI tools used comply with applicable Data Protection Legislation and appropriate security standards.
13.5 The Customer remains responsible for reviewing and approving all outputs prior to submission to the CQC or any regulatory authority.
13.6 The Customer acknowledges that it is responsible for ensuring that any information provided for processing via AI tools is lawful, accurate, and appropriate for such processing.
13.7 The Supplier shall not knowingly input highly sensitive personal data into public AI systems without appropriate safeguards.  The Supplier does not warrant that AI-assisted outputs will be error-free.

Part B: Data processing details
Subject-matter of processing
Provision of CQC Tailored Services.
Processing of personal data by the Supplier under the Contract shall be for the subject-matter, duration, nature, and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B of the Agreement.
Duration of the processing
Term of the Agreement.
Nature and purpose of the processing
The nature and purpose of the processing involves managing and delivering CQC Tailored Services in accordance with the terms of the Agreement.
Type of Personal Data
Identity data, contact data, financial data, transaction data, employment data, and special category data including health information, medical conditions, health and sickness records, genetic information, and biometric data.
Processing may also include information relating to criminal convictions and offences contained in DBS certificates or equivalent background documentation where such documents are provided by the Customer solely for review and administrative processing in connection with CQC registration support. Such information shall not be retained longer than necessary for completion of the Services.
Categories of Data Subjects
The Customer's employees, contractors, directors, and applicants; the Customer's clients (where applicable); and any individuals whose personal data is provided to the Supplier in connection with the Services.