Terms of Service

These Terms of Service (the "Agreement") form a binding contract between ConductPath UK Limited (company to be registered in England & Wales) ("ConductPath", "we", "us") and the organisation subscribing to the ConductPath platform (the "Customer"). By creating an account, clicking "I accept", or accessing the platform, the Customer's authorised representative confirms that they have authority to bind the Customer to this Agreement.

Nothing in this Agreement is intended to exclude or limit any statutory right of employees, workers, or applicants that cannot be excluded by UK law, including rights under the Employment Rights Act 1996, the Equality Act 2010, and the Public Interest Disclosure Act 1998.

1. Definitions

• Order Form — the ordering document identifying the plan, fees, term, and named users.
• Service — the ConductPath SaaS platform, associated APIs, mobile access, and technical documentation.
• Customer Content — all data, files, and text uploaded to the Service by the Customer or its Authorised Users.
• Authorised User — an employee, contractor, or approved third party of the Customer whom the Customer has granted access.
• Documentation — the technical and functional documentation made available at conductpath.co.uk.

2. The Service

ConductPath provides a UK workplace-investigations SaaS platform, including AI-generated drafts, Acas Code procedural scoring, encrypted evidence storage, and an immutable audit trail. The Service is a decision-support tool for qualified HR practitioners.

Nothing in the Service constitutes legal advice. The Customer is responsible for obtaining independent legal advice on any specific case, and for ensuring its investigation practice complies with the ACAS Code of Practice on Disciplinary and Grievance Procedures, the Equality Act 2010, and all other applicable UK employment legislation.

3. Accounts and access

• Each Authorised User must have unique credentials; credentials must not be shared.
• The Customer is responsible for its Authorised Users' activity on the Service.
• The Customer must promptly deactivate any user who leaves or changes role.
• We may suspend access, on notice where practicable, to (a) protect the Service or other customers, (b) comply with law, court order or regulatory instruction, or (c) address a material breach of this Agreement.

4. Acceptable use

The Customer will not, and will not permit its Authorised Users to:

• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent expressly permitted by law;
• upload malware, or attempt to disrupt, disable, or gain unauthorised access to the Service or its underlying infrastructure;
• use the Service to violate any person's rights, including rights under the Equality Act 2010, PIDA 1998, or the Human Rights Act 1998;
• submit content the Customer is not lawfully entitled to process, or that infringes the intellectual property of any third party;
• use the Service to conduct investigations designed to victimise a worker for making a protected disclosure or asserting a statutory right;
• circumvent the human-in-the-loop safeguards to issue an automated employment-related decision that engages Article 22 UK GDPR without proper safeguards.

5. AI outputs and human oversight

AI-generated drafts (plans, statements, findings, outcome letters) are decision-support only. The Customer's HR practitioner is responsible for reviewing, editing, and approving every output before it is issued to any employee, worker, witness, or third party. The Service enforces this through explicit sign-off gates.

ConductPath is not liable for outputs the Customer chooses to release without practitioner review, or for decisions the Customer takes on the basis of those outputs. Employment decisions are, and remain, the Customer's decisions.

6. Fees, invoicing and term

Fees, term, renewal, and named user limits are set out in the Order Form. Unless the Order Form says otherwise:

• Fees are quoted exclusive of VAT and payable in GBP within 30 days of invoice.
• Late payment interest accrues at the statutory rate (Late Payment of Commercial Debts (Interest) Act 1998) — currently 8% above the Bank of England base rate — plus reasonable recovery costs under that Act.
• Subscriptions renew for successive equal terms unless either party gives written notice at least 30 days before renewal.
• We may increase fees at renewal on 45 days' written notice; increases above CPI (or the equivalent UK measure) allow the Customer to terminate before renewal.

7. Customer Content and intellectual property

The Customer retains all right, title, and interest in Customer Content. The Customer grants ConductPath a limited, non-exclusive licence to process Customer Content solely to provide, secure, and support the Service, and to comply with law.

ConductPath retains all right, title, and interest in the Service, the underlying software, models, templates, and improvements. Anonymised, aggregated usage data may be used to improve the Service. We will not train third-party AI models on Customer Content.

Feedback: if the Customer submits suggestions or feedback, we may use them without restriction. Feedback does not constitute Customer Content.

8. Data protection

Our Data Processing Addendum is incorporated into and forms part of this Agreement. It sets out the parties' obligations under UK GDPR and the Data Protection Act 2018. In the event of conflict between the DPA and this Agreement on data protection matters, the DPA prevails.

9. Confidentiality

Each party will keep the other's Confidential Information secret, use it only to perform this Agreement, and disclose it only to personnel and professional advisers under equivalent confidentiality duties, or where required by law. This obligation survives termination for 5 years.

10. Warranties

We warrant that the Service will materially conform to its Documentation. Our sole remedy for breach is to correct the non-conformity within a reasonable period or, if we cannot, to refund fees paid for the non-conforming portion.

We do not warrant that the Service will be uninterrupted or error-free, that AI outputs will be free of factual or interpretive error, or that the Service will meet the Customer's specific investigative requirements — the Customer is responsible for assessing suitability.

11. Limitation of liability

Subject to Section 12 (Liability that cannot be excluded), each party's aggregate liability under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

Neither party is liable for indirect, special, incidental, or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill, or data (except to the extent data loss is caused by our breach of the DPA).

12. Liability that cannot be excluded

Nothing in this Agreement excludes or limits either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982;
• anything else that cannot be excluded or limited by UK law.

13. Indemnities

We will defend the Customer against any third-party claim that use of the Service, as supplied, infringes UK intellectual-property rights, and we will pay damages finally awarded (or agreed in settlement) attributable to that claim. Our IP indemnity does not cover claims arising from Customer Content, from the Customer's use in combination with non-ConductPath software, or from modifications not authorised by us.

The Customer will defend ConductPath against any third-party claim arising from Customer Content or from the Customer's breach of Section 4 (Acceptable use).

14. Suspension and termination

Either party may terminate this Agreement immediately on written notice if the other (a) commits a material breach not remedied within 30 days of notice, (b) becomes insolvent or unable to pay its debts, or (c) enters liquidation, administration or an equivalent procedure.

On termination, the Customer's right to access the Service ceases. The Customer may export Customer Content for 30 days after termination; thereafter, we will delete Customer Content in accordance with the DPA, subject to any legal retention obligation.

15. Force majeure

Neither party is liable for delay or failure to perform caused by events outside its reasonable control (including internet or cloud-provider outages, acts of government, or industrial action affecting a third party). The affected party will notify the other and use reasonable efforts to mitigate.

16. General

• Assignment: Neither party may assign this Agreement without the other's prior written consent, except to a successor of substantially all its business.
• Notices: Legal notices must be in writing and sent to the addresses in the Order Form (or, for us, to legal@conductpath.co.uk).
• Third-party rights: the Contracts (Rights of Third Parties) Act 1999 does not apply.
• Entire agreement: This Agreement (with the Order Form and DPA) is the entire agreement between the parties and supersedes prior agreements on the same subject matter.
• Variation: Variations must be in writing signed by both parties, except that we may update this Agreement for regulatory, technical, or minor changes on 30 days' notice.
• Severability: If any provision is held unenforceable, the remainder continues in effect.

17. Governing law and jurisdiction

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim, provided that we may bring proceedings in any jurisdiction to protect our intellectual property or Confidential Information.