Skip to content

Terms & Conditions


Words defined here shall have the same meaning in each agreement.

“We”, “Us”, “The Consultant” means Clear Thinking Consultancy Limited (company number 07892293; VAT number 336 897 66).

“You”, “The Client”, “Licensee” means the customer for any agreement.

“Member”, “Nominated Organisation” means any organisation for which a customer has purchased a Licensed File and accompanying Consulting Services.

“Agreement” means any agreement to provide an Ampacc Licensed File alongside consulting services which will be provided on-line using a platform such as Zoom or Microsoft Teams.

“Licensed File” means the excel-based Ampacc toolkit, which is made available as an exclusive license to The Client for the purposes of inputting and managing its own company’s data.

“Consulting Services” means all or any of the Deliverables, Objectives and Outcomes described in any agreement to support the client to maximise their use of the Licensed File.

“Confidential Information” means any information disclosed to one party by the other party, whether relating to that party’s technology, technical, processes, business affairs, finances or otherwise or any such information relating to a subsidiary, supplier, customer or client of the Client where knowledge of details of the information was exchanged during the period of this Agreement and whether existing in hard copy form, electronically or otherwise but does not include information which is required by law or any such information which is in the public domain without any breach of any Agreement.

“Intellectual Property” means, without limitation, rights arising from copyright, trademarks whether registered or not, design, know-how, patents, and all other forms of intellectual property.


1.1. We will invoice you for the total of all fees agreed. Payment of all fees in advance of work commencing above £7,500 excluding VAT will be subject to a discount of 10% of the total amount due. We may, at our sole discretion, agree to invoice you in multiple instalments for the purchase of multiple licenses and accompanying consulting services.

1.2. All of our charges are in British Pound Sterling and are exclusive of VAT.

1.3. You will pay each invoice within 14 days to such account as specified in the Consultant’s invoice. We reserve the right to charge interest compounding monthly on any unpaid overdue balance for work already undertaken at 2% per annum above the current overdraft rate charged by our bankers. We may also charge collection costs including legal costs on a solicitor-client basis and suspend the supply of any Consulting Services in any Agreement until your account is paid in full.


2.1. We warrant that the Licensed File and Consulting Services and their use by you under any agreement will not infringe the rights (including intellectual property rights) of any third party.

2.2. We indemnify you against all actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal expenses) suffered or incurred by you in relation to any actual or threatened claim that the Consulting Services infringe the intellectual property rights of any third party, except to the extent that the infringement is caused by:

a) Misuse or modifications of any Consulting Services or to the Licensed File by you.b) Failure by you to use

corrections or enhancements made available by us.

c) Information, direction, specifications or materials provided by you or by a third party.

3.3. You indemnify us against all actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal expenses) suffered or incurred by us in relation to any actual or threatened claim for infringement of the intellectual property rights of any third party arising through your use of our existing material, except to the extent that the infringement is caused by:

a) Our use or modification of any of your existing material for any purpose other than performing our obligations under this agreement.

b) Information, direction, specifications or materials provided by us or by a third party.

2.4. All Intellectual Property developed arising from our performance of any agreement shall belong to you on payment by you in full or all amounts owing, except for the Licensed File produced which will remain the property of Clear Thinking Consultancy Limited for which, on payment by you in full or all amounts owing under the relevant agreement, we grant an exclusive right to the Client for the sole purpose of managing their company’s own data.


3.1. The personnel provided by each of us to perform our obligations under an agreement must be appropriately skilled and experienced to fulfil their responsibilities, be suitably qualified, and carry out their duties with due care, skill and diligence in accordance with generally accepted industry standards.

3.2. We may engage staff to perform the services as independent contractors without your prior approval. We also work with trusted third parties, Infused Learning, company number 08914744 and Firefly IT Systems Limited, company number 09425970, to ensure the integrity of the Ampacc tool and effective provision of services.


4.1. Without limitation, the Client may by notice in writing immediately terms in this Agreement if the Consultant shall:

a) be in material breach of any of the material terms of this Agreement or in the case of a material breach capable of remedy, such material breach is not remedied by the us within 21 days of receipt by the Consultant of a notice from the Client specifying the breach and requiring its remedy; or

b) be guilty of gross misconduct and / or any gross negligence in respect of its performance of the Services,
PROVIDED ALWAYS that the Client may not terminate this Agreement solely for the reason of the Consultant’s personnel being absent through illness or injury unless such illness or injury prevents the Consultant’s personnel providing any Services to the Client for a consecutive period of four weeks.

2.2. Either of us may terminate any agreement at any time on the provision of thirty (30) days’ notice in writing to the other party, provided that you will pay us the following fees on receipt of the Consultant’s invoice to such account as the Consultant has specified in the invoice:

a) For any Services during this period at a rate of £500 per day, with timesheets that we will use to evidence the time spent; and

b) For any other reasonable costs (including legal costs) and expenses incurred by us during the notice period but prior to receipt of your notice in relation to the agreement, together with an administration fee of £150.


5.1. During the period of this Agreement, such personnel from the Consultant shall be available to the Clients for the purposes of delivering the Services agreed. We shall perform the Services in a competent and professional manner using appropriately skilled personnel exercising due skills and care in accordance with generally accepted industry standards.

5.2. You must notify us of any failure to so perform within five working days after the date on which a failure first occurs. Our entire liability and your sole remedy for our failure to so performance shall be for us to, at our option:

a) Use reasonable efforts to correct such failure, and / or

b) Terminate the relevant agreement and refund that portion of any fees that we assess correspond to such failure to perform.

5.3. Except as expressly provided in this Agreement, all warranties, terms and conditions, whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.

5.4. You also warrant that you have the authority to enter this agreement and will perform your obligations under any agreement in a competent and professional manner exercising due skill and care.


6.1. We shall not be liable to you for any loss or damages under this Agreement that are directly or indirectly caused by:

a) Any delays, acts or omission of you or your employees or delays, acts or omissions of any third party (other than our employees or contractors); or

b) Failure or delay by you to meet or comply with any of your obligations under any agreement

6.2. Except where statute expressly requires otherwise, we are not liable in any event for any loss of profit or surplus, loss of revenue, loss of goodwill or business opportunities, loss of production, loss of customers or anticipated savings or any consequential, indirect or special damage, loss or injury of any kind suffered by you or any other person or entity.

6.3. Our total liability (under law of contract, tort, equity or otherwise) to you under or in connection with this agreement is limited to any amount that is payable to you as agreed by our insurer and provided for in our Professional Indemnity and Public Liability Insurance policies and we will provide you with a copy of those policies if you request.

6.4. We are not liable for any delay or failure to perform our obligations if the cause of the delay or failure is beyond our control.


7.1. The copyright owner of the Licensed File is Clear Thinking Consultancy Limited (company number 07892293; VAT number 336 897 66). On payment in full of all amounts owing under the relevant agreement, we grant an exclusive right to the Client to use it for the purposes of managing its own data. By using this Licensed File, the Licensee agrees not to transfer, redistribute, sublicense, copy, modify, share or create derivative works of the Licensed File, or any part thereof.

7.2. During the terms of any Agreement and for twelve months following, we shall maintain valid insurance cover of the type application having regard to the scope and nature of our liabilities under that agreement including professional indemnity insurance and general public liability insurance.


8.1. If there is a dispute under this Agreement, neither party to this Agreement may commence court proceedings until after written notice of the dispute has been served by one party on the other and the mediation process set out in this clause has been followed.

8.2. After attempting to resolve such dispute, if the parties are still unable to resolve the dispute within 5 working days after notice of the dispute has been served, the parties may refer the matter to an agreed independent mediator. We agree to diligently and in good faith co-operate and participate in the process making genuine attempts to find a solution acceptable to both parties. We will share the cost of the mediation.

8.3. If the dispute is not resolved within 5 working days of its reference to mediation or if either party refuses to comply with our obligations to mediate, we agree that the mediator shall make a ruling in the dispute, whose decision on the matter shall be final and binding save in the case of manifest error.


9.1. Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending to the registered address of the respective party, any other address advised in writing and by sending the same by email to the last known address of the other party.


10.1. Neither party may assign their rights or obligations under any agreement without the written consent of the other.

10.2. Any variation to the terms of any agreement shall be in writing and signed by both parties

10.3. This Agreement represents the entire agreement between the parties. It may be entered into on separate counterparts but all counterparts, when taken together shall constitute one instrument.

10.4. This Agreement and any dispute arising out of it (whether contractual or non-contractual) shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.