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Terms & Conditions
Effective Date: 6 June 2025
Company: Path Unity
Jurisdiction: England & Wales
Email: hello@pathunity.com
Website: www.pathunity.com
1. Introduction
Welcome to Path Unity (“we,” “our,” or “us”). These Terms & Conditions (“Terms”) govern your access to and use of our website and all professional services provided by Path Unity (“Services”).
By using our website or engaging us for Services, you agree to these Terms. If you do not agree, please discontinue use of the site and services immediately.
2. Scope of Services
Path Unity provides professional consulting and delivery services, including but not limited to:
AI system design, automation workflows, and integrations
Branding, development, and creative strategy
Voice, content, and digital experience solutions
Process optimisation, custom tools, and data-driven systems
All Services are governed by these Terms and by a specific Proposal, Quote, or Statement of Work (“SOW”) outlining scope, fees, deliverables, and schedule.
3. Contract Formation
3.1 Agreement — A contract is formed when you accept a Proposal, pay an invoice, or instruct us to begin work.
3.2 Precedence — If any term in a Proposal or SOW conflicts with these Terms, the Proposal or SOW takes precedence.
3.3 Changes — Any modification to scope, deliverables, or timing must be agreed in writing and may adjust pricing or deadlines.
4. Client Responsibilities
You agree to:
Provide accurate, timely information, feedback, and approvals.
Supply all necessary data, files, and system access to enable project delivery.
Maintain valid licenses or permissions for any third-party platforms we integrate.
Review deliverables promptly (within 7 business days of delivery) and raise any issues in writing.
Path Unity is not responsible for delays or deficiencies caused by your failure to provide timely cooperation, content, or access.
5. Pricing, Payments & Refunds
5.1 Fees — Fees are detailed in your Proposal or SOW and may include setup fees, retainers, hourly rates, or subscriptions.
5.2 Invoicing — Unless otherwise stated, invoices are due within 14 days of issue.
5.3 Late Payments — Overdue balances may incur interest at 4% above the Bank of England base rate, calculated daily. Services may be suspended until payment is received.
5.4 Taxes — Fees are exclusive of VAT and other applicable taxes. Clients are responsible for paying all relevant taxes.
5.5 Refunds & Guarantees —
Refunds are provided only if explicitly stated in the Proposal or guarantee clause.
Any “90-day performance guarantee” or “2 months free” offer applies only if detailed in your SOW and subject to specific metrics and cooperation requirements.
Path Unity’s total liability under any guarantee is limited to the value of the affected service period.
6. Delivery, Acceptance & Revisions
6.1 Delivery — We will deliver the Services and Deliverables according to the agreed milestones and timeline.
6.2 Acceptance — You will have 7 working days to test and accept deliverables. If you do not provide written feedback within this period, the deliverables are deemed accepted.
6.3 Defects & Corrections —
Valid defects reported during the acceptance period will be corrected free of charge if within the agreed scope. Out-of-scope revisions or change requests will be billed separately.
6.4 Dependencies — Path Unity is not liable for issues arising from third-party tools, APIs, hosting, or platform failures beyond our control.
7. Intellectual Property
7.1 Ownership —
Upon full payment, you own the intellectual property rights to the final deliverables.
Path Unity retains ownership of all pre-existing assets, tools, frameworks, code, and methodologies used in producing those deliverables.
7.2 License to Client —
Path Unity grants you a worldwide, royalty-free, perpetual licence to use the final deliverables for your business purposes.
7.3 Third-Party Components —
Any third-party or open-source components are governed by their respective licences. You are responsible for ensuring compliance with those terms.
7.4 Re-use Rights —
We may reuse anonymised learnings, algorithms, workflows, and non-identifiable structures developed through your project to improve our future Services.
8. Confidentiality & Data Protection
8.1 Confidentiality —
Each party agrees to keep all non-public information confidential and use it only for the purposes of fulfilling the contract. This obligation continues after termination.
8.2 Permitted Disclosure —
Disclosure is permitted only to employees, contractors, or advisers who need to know and are under equivalent confidentiality obligations.
8.3 Data Protection (UK GDPR) —
Path Unity complies with the Data Protection Act 2018 and UK GDPR.
We act as a data processor or controller as applicable to the engagement.
We apply appropriate technical and organisational security measures (encryption, access controls, backups).
If a personal data breach occurs, we will notify you without undue delay and cooperate to mitigate risks.
You warrant that you have lawful basis to share any personal data you provide.
8.4 Anonymised Use —
We may use anonymised performance or operational data for quality assurance, benchmarking, and marketing insights.
9. Warranties & Disclaimers
9.1 Our Warranty —
Path Unity warrants that all Services will be performed with reasonable skill, care, and diligence in accordance with industry standards.
9.2 Client Warranty —
You warrant that any materials or data supplied do not infringe third-party rights and are legally compliant.
9.3 Disclaimer —
Except as expressly stated, Path Unity disclaims all other warranties, whether express or implied, including fitness for a particular purpose, merchantability, or non-infringement.
We do not warrant uninterrupted operation, error-free results, or guaranteed business outcomes.
10. Limitation of Liability
10.1 Financial Cap —
Path Unity’s total liability under any contract, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you in the 12 months preceding the claim.
10.2 Indirect Losses —
We are not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, revenue, reputation, or opportunity.
10.3 Exclusions —
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded by law.
11. Termination
11.1 For Convenience —
Either party may terminate the agreement by giving 30 days’ written notice.
11.2 For Cause —
Either party may terminate immediately if the other materially breaches these Terms and fails to remedy within 14 days of written notice.
11.3 Consequences of Termination —
You must pay all outstanding fees for work completed up to the termination date.
We will deliver any paid-for deliverables in progress.
All confidentiality, IP, and limitation clauses remain in effect after termination.
12. Non-Solicitation
You agree not to directly or indirectly solicit, hire, or engage any Path Unity employee, contractor, or consultant involved in your project for 12 months following completion, without written consent.
13. Force Majeure
Neither party is liable for delay or failure to perform due to circumstances beyond reasonable control, including natural disasters, cyberattacks, power failures, government restrictions, or supply chain disruption.
If such delay continues for over 60 days, either party may terminate with written notice.
14. Indemnification
You agree to indemnify and hold Path Unity harmless against all claims, damages, or expenses arising from:
your breach of these Terms or applicable law,
your misuse of deliverables,
your data or materials infringing third-party rights, or
failure to obtain required consents or permissions.
Path Unity shall promptly notify you of any claim and allow you to direct the defence (with our right to participate at our cost).
15. Assignment
You may not assign or transfer your rights or obligations under this agreement without our prior written consent. Path Unity may assign its rights to an affiliate or successor entity provided obligations remain equivalent.
16. Governing Law & Dispute Resolution
16.1 Governing Law —
These Terms are governed by and construed in accordance with the laws of England and Wales.
16.2 Jurisdiction —
The courts of England and Wales have exclusive jurisdiction over all disputes arising from these Terms or the Services.
16.3 Good-Faith Resolution —
Both parties agree to attempt informal resolution or mediation before commencing legal proceedings.
17. Notices
All formal notices must be sent to:
Path Unity
Email: hello@pathunity.com
Notices are effective upon email confirmation or two business days after postal dispatch.
18. Severability & Waiver
If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force. Failure to enforce any right does not waive future enforcement.
19. Independent Contractor Relationship
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Each party acts as an independent contractor.
20. Entire Agreement
These Terms, together with any signed Proposals or SOWs, represent the entire agreement between Path Unity and the Client. They supersede all prior communications or understandings not expressly included herein.
Path Unity
Email: hello@pathunity.com
Website: www.pathunity.com
Effective Date: 6 June 2025