Terms & Conditions

These Terms and Conditions govern the supply of services by Clearpath CRM to its clients. By signing a Statement of Work or Service Agreement, or by instructing Clearpath CRM to commence work, you agree to be bound by these Terms.

These Terms should be read alongside our Service Definitions, which define the scope and boundaries of each service offering and are incorporated into these Terms by reference.

1. Definitions

2. Engagement and Scope

2.1 All Services will be delivered as described in the relevant engagement document and in accordance with the Service Definitions published at clearpathcrm.co.uk/service-definitions at the time of signature.

2.2 Any work outside the agreed scope must be formally agreed through the Change Request process (clause 2.3). Clearpath CRM is under no obligation to undertake out-of-scope work without a signed Change Request. Verbal instructions from the Client do not constitute agreement to scope changes.

2.3 Change Control Process. Where either party wishes to modify the agreed scope, timeline, or deliverables, the requesting party must submit a written Change Request. Clearpath CRM will provide a written impact statement (covering changes to Fees, timelines, or scope) within 5 business days. No change is binding until both parties confirm acceptance in writing. Time spent assessing Change Requests that are not subsequently approved may be charged at the standard day rate.

2.4 Clearpath CRM reserves the right to decline any engagement at its sole discretion.

2.5 Subcontracting. Clearpath CRM may engage subcontractors or associates to assist in delivery. Where it does so, Clearpath CRM remains fully liable for their acts and omissions. Appropriate confidentiality obligations will be in place for any subcontractor.

3. Fees and Payment

3.1 Professional Services: Fees are payable in full upon invoice. Payment is due within 14 days of the invoice date. No work will commence until payment has been received in cleared funds unless Clearpath CRM has confirmed otherwise in writing.

3.2 Managed Service Contracts: Fees are invoiced monthly in advance. The first invoice is issued on or following the contract start date. Subsequent invoices are issued on the same date each month. Payment is due within 14 days of each invoice date.

3.3 Prepaid Hour Banks: Fees are payable in full upon invoice, within 14 days.

3.4 Where the Client has requested and Clearpath CRM has agreed to alternative payment terms (staged payments, instalment schedules, extended terms), such terms will be documented in the engagement document. No verbal agreement regarding payment terms is binding.

3.5 Clearpath CRM reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, under the Late Payment of Commercial Debts (Interest) Act 1998. Interest accrues from the due date until the date of payment.

3.6 Clearpath CRM reserves the right to suspend all Services where invoices remain unpaid beyond 14 days of the due date.

3.7 All Fees are exclusive of VAT. VAT will be charged at the applicable rate where Clearpath CRM is VAT-registered.

4. Contract Term and Renewal

4.1 Professional Services engagements have no fixed term. The engagement concludes upon delivery of the agreed scope or consumption of agreed days, whichever occurs first.

4.2 Managed Service contracts run for the term agreed at signature (12, 24, or 36 months) and begin on the date of signature.

4.3 To terminate a Managed Service contract, the Client must provide written notice no fewer than 90 days before the contract end date, sent to martin.prosser@clearpathcrm.co.uk.

4.4 Where notice is not received within the 90-day window, the contract automatically renews for a further 12-month period on the same terms and pricing.

4.5 Early termination does not entitle the Client to a refund. The full remaining contract value becomes immediately due and payable on the date of early termination unless otherwise agreed in writing.

5. Cancellation, Refunds, and Cancellation Charges

Once an invoice has been issued and payment received, no refund will be given under any circumstances.

5.1 No refund will be given for, including but not limited to:

• The Client’s decision to cancel or postpone the engagement
• The Client’s dissatisfaction with the Services
• Changes in the Client’s business circumstances, budget, or priorities
• Insolvency, dissolution, or cessation of trading by the Client
• Force Majeure Events affecting the Client
• Cessation of trading by Clearpath CRM (see clause 5.2)

5.2 In the event that Clearpath CRM ceases trading for any reason, no refunds will be issued for any fees already paid, including prepaid hours, unused contract periods, or any other pre-purchased service. Clients are advised to be aware of this risk before entering any engagement.

5.3 Unused prepaid hours or project days expire as defined in the Service Definitions and have no cash or credit value upon expiry.

5.4 Cancellation charges for Professional Services apply as follows:

The same charges apply where the Client requests to reschedule, unless an alternative date is confirmed within 10 business days of the original date.

5.5 Re-engagement charges. Where a project is delayed by the Client for more than 10 business days beyond the agreed start date, Clearpath CRM may charge a re-engagement fee equivalent to 1 consultancy day at the agreed day rate. Where the delay exceeds 20 business days, Clearpath CRM may treat the engagement as cancelled under clause 5.4 and re-scope at current rates.

6. Client Obligations

6.1 The Client agrees to provide Clearpath CRM with timely access to:

• Named decision-makers and key stakeholders at agreed milestones
• System Administrator-level access to the relevant Dynamics 365 environment
• Relevant business data, process documentation, and internal resources
• Responses to queries, deliverables, or sign-off requests within 5 business days of receipt

6.2 The Client confirms it has the authority to grant access to any systems or data made available to Clearpath CRM.

6.3 Where the Client fails to meet the obligations in clause 6.1, Clearpath CRM’s delivery obligations are suspended for the duration of the delay. Additional costs may be charged at the standard day rate.

6.4 Clearpath CRM accepts no liability for delays attributable to the Client’s failure to fulfil its obligations.

6.5 The Client is responsible for maintaining adequate backups of all data prior to and during any engagement.

6.6 Client IP indemnity. If the Client provides materials, content, or data that infringe any third-party intellectual property rights, the Client shall indemnify Clearpath CRM against any resulting losses, claims, or expenses.

7. Acceptance of Deliverables

7.1 Upon completion of each project phase or Deliverable, Clearpath CRM will notify the Client in writing that the work is available for review.

7.2 The Client must provide written acceptance or written substantive objections within 10 business days of notification. Objections must be specific and reference the agreed scope.

7.3 Where the Client fails to respond within 10 business days, acceptance is deemed to have occurred and the relevant invoice becomes immediately due.

7.4 Where the Client uses any Deliverable in a live production environment, acceptance is automatically triggered regardless of formal sign-off status.

7.5 Following deemed or actual acceptance, further changes to accepted Deliverables are treated as out-of-scope and subject to the Change Request process.

8. Intellectual Property

8.1 All Background IP, including methodologies, frameworks, diagnostic tools, templates, accelerators, and materials developed independently of any engagement, remains the sole property of Clearpath CRM. Nothing in this Agreement transfers ownership of Background IP to the Client.

8.2 Upon receipt of full payment of all Fees due, Clearpath CRM grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables produced under this Agreement for the Client’s own internal business purposes only.

8.3 The Client may not resell, sublicence, or distribute Deliverables to third parties without Clearpath CRM’s prior written consent.

8.4 Marketing reference. By signing an engagement document, the Client consents to Clearpath CRM referencing the Client as a customer in marketing materials. This consent is revocable in writing at any time.

9. Limitation of Liability

9.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

9.2 Subject to clause 9.1, Clearpath CRM’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Clearpath CRM shall not be liable for any indirect, consequential, special, or punitive loss, including loss of profit, revenue, data, business opportunity, anticipated savings, or goodwill.

9.4 Clearpath CRM provides advisory, configuration, and support services only and does not guarantee specific commercial outcomes, CRM adoption rates, or performance improvements.

9.5 Clearpath CRM shall not be liable for any failure, error, or outage in Microsoft Dynamics 365 or any other third-party platform outside its reasonable control.

10. Non-Solicitation

10.1 During the term of any Agreement and for 6 months following its termination or expiry, the Client shall not directly or indirectly solicit, recruit, or employ any Clearpath CRM employee, contractor, or associate who was involved in the delivery of Services.

10.2 Breach of clause 10.1 entitles Clearpath CRM to a payment equivalent to 6 months’ gross fees attributable to the individual as a genuine pre-estimate of loss suffered.

11. Confidentiality

11.1 Both parties agree to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law.

11.2 This obligation survives termination for 3 years.

12. Data Protection

12.1 Both parties agree to comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

12.2 Where Clearpath CRM processes personal data on behalf of the Client, it does so as a data processor. A Data Processing Agreement is available on request.

12.3 See our Privacy Policy for full details of how we collect, use, and protect personal data.

13. Force Majeure

13.1 Neither party shall be liable for delay or failure caused by a Force Majeure Event, provided the affected party notifies the other in writing within 5 business days of becoming aware.

13.2 The affected party must take all reasonable steps to mitigate the impact and resume performance as soon as practicable.

13.3 If a Force Majeure Event continues for more than 30 days, either party may terminate the affected engagement by written notice. No refund will be given for fees already paid.

14. Governing Law and Disputes

14.1 These Terms are governed by the laws of England and Wales.

14.2 Any dispute is subject to the exclusive jurisdiction of the courts of England and Wales.

14.3 Before commencing formal proceedings, both parties agree to attempt resolution through good faith negotiation for not less than 20 business days from the date one party notifies the other of the dispute in writing.

15. General

15.1 Entire Agreement. These Terms, together with the relevant engagement document and Service Definitions, constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, and oral or written agreements. Neither party has relied on any representation not set out in the Agreement.

15.2 No variation to these Terms is effective unless made in writing and signed by both parties.

15.3 If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

15.4 Failure to enforce any provision at any time is not a waiver of the right to enforce it in future.

15.5 Clearpath CRM may update these Terms at any time. The version published at clearpathcrm.co.uk/terms-and-conditions at the time of contract signature governs that engagement.

For questions regarding these Terms, contact: hello@clearpathcrm.co.uk

Version 2.0 | Last reviewed: 19 February 2026 | Reviewed by: Martin Prosser, Owner