In plain terms

This document sets out the rules for working together, so both of us know where we stand before the work starts. The detail of what I am doing for you, and what it costs, lives in a separate document called the Statement of Work. These terms sit underneath that and cover the things every engagement needs: how and when you pay, what happens if either of us needs to stop, who owns what, and how your information is protected. Nothing here is designed to catch you out. If anything is unclear, ask me before you sign. I would rather explain it now than have it misunderstood later.

1. Who this agreement is between

These terms are between you, the client, and EmpowerPath Solutions Limited, a company registered in England and Wales under company number 16295086, with its registered office at Unicorn House, Station Close, Potters Bar, Hertfordshire EN6 1TL.

In these terms, “EmpowerPath”, “I”, “me” and “my” mean the company. “You” and “your” mean the client, the individual or business engaging me. The agreement is with the company, not with any individual director, employee or associate personally, and nothing in it makes any of them personally liable to you, except where the law does not allow that to be excluded.

By signing a Statement of Work, or by asking me to start work, you agree to these terms. If you do not agree with them, do not engage me.

2. What I do

I work with owners of service businesses to find the real causes of the problems that are stopping a business moving forward, and to fix them. I deliver this through my method, the EmpowerPathway, in three stages.

Roadmap is a short, fixed-price diagnostic that finds what is actually causing the problems and sets out, in a clear order, what needs fixing first.

Build is the stage where the fixes are made, working inside the business. Build is delivered in one of two ways. Build: Alongside, where I work beside you and your team while they lead the change. Build: Leading, where I step in and lead the change directly for a defined period. Which one applies is decided by what Roadmap finds.

Track is a light, ongoing relationship after Build that keeps an experienced eye on the business, checks the changes are bedding in, and catches new problems early.

Exactly what I will do for you, and what it costs, is set out in a separate document called the Statement of Work. If we agree to change the scope of the work once it is under way, that change and any effect on the price will be put in writing before it happens.

3. How the work is agreed, and what I need from you

Each piece of work begins when we have both signed a Statement of Work, or when you have asked me in writing to start and I have confirmed. Until that happens, neither of us is committed to begin.

For the work to be any good, I need honest, timely and reasonably complete information from you, and access to the people and material I ask for. I can only work with what I am given. If information is wrong, incomplete or late, or the access I have asked for does not come, I am not responsible for the delays or shortfalls that result.

The work produces findings, recommendations and, in Build, real change inside the business. The decisions about what to act on are yours. You are responsible for the decisions you make, including where you act on my advice and where you decide not to.

4. Fees, expenses and payment

All fees are set out in the Statement of Work for each stage. Because the three stages work differently, they are paid differently, and the Statement of Work will say which applies.

Roadmap is fixed in scope and fixed in price. Unless the Statement of Work says otherwise, half is payable on signing and the balance on completion.

Build: Alongside is fixed in price for an agreed period. It is invoiced monthly in advance across that period, unless the Statement of Work sets a different schedule.

Build: Leading is priced once Roadmap has shown what is needed. It is invoiced monthly in advance across the agreed period.

Track is a fixed-price ongoing relationship. It is invoiced monthly in advance, and either of us can end it on 14 days’ written notice.

My fees include travel within the area I work across: Milton Keynes, Bedfordshire, Buckinghamshire, Northamptonshire and Oxfordshire. There is nothing to pay on top of the fee in the Statement of Work for that. If a piece of work needs travel beyond that area, or overnight stays, I will agree any expenses with you in writing before I commit to them.

Fees are exclusive of VAT. VAT will be added at the applicable rate where it applies.

Invoices are due within 7 days of the invoice date. If an invoice is overdue, I may charge interest at 8% a year above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed sum and reasonable recovery costs that Act allows. If payment is significantly overdue, I may pause or stop the work until it is put right, having given you notice first.

You cannot withhold payment of an invoice, or any part of it, because of a set-off, counterclaim or deduction, unless a court has ordered it or I have agreed it in writing.

5. Stopping the work

Either of us can end an engagement by giving the other 14 days’ written notice. Any notice to end must be in writing to take effect.

If you end the work part way through, you remain liable for all work done and expenses committed up to the date it ends. For a fixed-price stage, “work done” means a fair proportion of the fixed fee reflecting how much of the stage has been completed, together with any part of the fee already due under the payment schedule. Roadmap, being short and fixed, is payable in full once it has started, unless we agree otherwise in writing.

Refunds are at my discretion and only in genuinely exceptional circumstances.

I may end the work immediately, on written notice, if you do not pay an overdue invoice after I have asked you to, or if you do something that makes it impossible or improper for me to continue.

6. Who owns what

I bring a method and a set of tools with me. The EmpowerPathway itself, and everything I have created or bring to the work, including my templates, tools, models and know-how, stays mine. Nothing in our working together transfers any of that to you. Where I use it inside your business, you have my permission to keep using it there for as long as you need to, but you cannot licence, sell or pass it to anyone else.

The work created specifically for your business, the findings, the documents, the processes and the fixes built for you, is yours. Once you have paid for the stage it was created in, you own it outright. Where any of my own background material is woven into that work, you have a permanent and irrevocable right to keep using it as part of your business.

If either of us brings in material created jointly with someone else, or owned by a third party, we will each make sure we have the right to use it before it goes into the work.

7. Confidentiality

Both of us will keep the other’s confidential information confidential, and will not pass it to anyone else or use it for anything other than the work, unless the law requires it or the other agrees in writing. This applies to everything I learn about your business and everything you learn about how I work.

This lasts while the work is going on and for three years after it ends. Anything that is a genuine trade secret stays protected for as long as it remains a trade secret. I may share what I need to with my own associates and alliance partners who are helping to deliver your work, as long as they are under the same duty of confidence.

8. Data protection

Where I handle personal data in the course of the work, I do so in line with UK data protection law, including the UK GDPR and the Data Protection Act 2018. Most of what I do involves your business’s information rather than personal data, but the work sometimes means I see personal data your business is responsible for, for example about your staff or your customers. Where that happens and I am handling it on your behalf, I act as your data processor, I use it only for the work, and I protect it properly. If an engagement involves that on any scale, we will put the specifics in writing. My Privacy Policy explains how I handle personal data more generally.

9. My responsibilities, and the limits of them

I do this work to a professional standard and with genuine care. What I cannot do is guarantee a particular result. My findings and recommendations are my honest professional judgement based on the information available at the time. The outcomes depend on decisions and actions that are yours, not mine.

I carry professional indemnity insurance, and I can provide evidence of it on request, so that if something does go wrong there is real cover behind my work.

Nothing in these terms limits my liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

Beyond that, my total liability to you for anything arising out of an engagement, whether in contract, negligence or otherwise, is limited to the total fees you have paid me for that engagement. I am not liable for indirect or consequential losses, or for lost profit, lost data, lost goodwill or lost business opportunity.

10. How we work together, and what neither of us is

I work as an independent supplier, not as your employee, partner or agent. This is true even during Build: Leading, where I take on a defined leadership role for a period. In that role I lead the work I have been engaged to lead, but I do it as an external supplier under this agreement. I am not appointed as a statutory director of your company, I do not take on the legal duties of one, and decisions that are properly the owner’s, or that need a director’s authority, stay with you. Neither of us can commit the other to anything, or act as the other’s agent, unless we have agreed it in writing.

11. Not poaching each other’s people

While the work is going on, and for 12 months after it ends, you agree not to employ or engage, or try to, any of my employees, associates or subcontractors who have been involved in your work, without my written agreement first. This does not stop you responding to someone who applies to a public advertisement not aimed at them.

12. Using associates and alliance partners

Some engagements, particularly larger ones, I deliver with the help of trusted associates or through my alliance with A Head of Time. I remain responsible to you for the work under this agreement, and anyone I bring in is bound by the same duty of confidence. I may subcontract parts of the work in this way. I will not transfer this agreement as a whole to someone else without telling you, except where I move my own business into a different company, in which case I will let you know.

13. Things outside either of our control

Neither of us is responsible for a delay or failure caused by something genuinely beyond reasonable control, such as serious illness, natural events, strikes, pandemics, government action, or loss of power or internet. If something like that happens, we will talk quickly and sensibly about how to handle it.

14. If something goes wrong between us

If you are ever unhappy with the work, tell me first and directly. Most problems are best fixed by an honest conversation, and I would always rather have that than let something fester. If we cannot resolve it that way, these terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

15. The rest of the detail

A few standard points that matter if they are ever needed.

These terms, together with the Statement of Work for a given engagement, are the whole agreement between us for that work. They replace anything said or written beforehand. Except where either of us has said something fraudulently, neither of us has any claim over anything said before signing that is not written into this agreement, and the only remedy for anything that turns out to be wrong is for breach of this agreement.

If any part of these terms turns out to be invalid or unenforceable, the rest still applies.

Headings are there to help you find your way around and do not affect the meaning.

This agreement does not give any rights to anyone who is not a party to it, under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

I may update these terms from time to time. If I make a material change, I will tell you in writing. For work already agreed under a signed Statement of Work, the terms that applied when you signed are the ones that count.

Agreeing to these terms

By signing a Statement of Work, you are confirming that you have read these terms, understood them, and agreed to them. If anything here is not clear, ask me before you sign. I would rather explain it now than have it misunderstood later.