Terms & Conditions

Last updated: April 2026

These terms and conditions ("Terms") govern the provision of workplace investigation and consultancy services ("Services") by ClinyQAi ("[TRADING NAME / LEGAL ENTITY]") ("we", "us", "our") to you, the commissioning organisation ("you", "the Client").

By engaging us to provide Services, you agree to be bound by these Terms. Please read them carefully.

1. Our services

We provide the following Services, as agreed in writing at the point of engagement:

• Investigation quality assurance and pre-outcome audits
• Investigator support and case management assistance
• Pre-tribunal risk assessments
• Independent external workplace investigations
• EDI consultancy and strategic advisory services

The precise scope of Services will be set out in a Statement of Work ("SOW") or engagement letter agreed between us and the Client before work commences.

2. Important limitations — not legal advice

Our Services do not constitute legal advice. We provide specialist investigation consultancy, quality assurance, and EDI advisory services. Our outputs — including investigation reports, risk assessments, and recommendations — are intended to support the Client's own decision-making processes.

If the Client requires legal advice in relation to any matter, we recommend instructing a qualified employment solicitor. We are happy to work alongside the Client's legal advisors where appropriate.

3. Client obligations

The Client agrees to:

1. Provide us with all relevant documentation, evidence, and access necessary to perform the Services in a timely manner
2. Comply with our Client Data Anonymisation Protocol before transferring any personal data or case files to us — this includes removing all direct identifiers (names, contact details, organisation names, employee numbers) and replacing them with pseudonymous codes
3. Retain a Master Key linking pseudonymous codes to real identities on their own internal systems — this Master Key must not be shared with us
4. Inform us promptly of any changes to the scope, nature, or urgency of the engagement
5. Ensure that any necessary consents, notifications, or staff-side consultations have been undertaken in connection with the engagement

4. Data protection

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

Where we process personal data on behalf of the Client, we do so as a data processor. The Client remains the data controller. The terms of our data processing are set out in the Data Processing Agreement ("DPA") annexed to the engagement letter.

We will:

• Process personal data only in accordance with the Client's documented instructions
• Ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations
• Implement appropriate technical and organisational security measures
• Delete or return all personal data to the Client upon completion of the engagement, and permanently delete existing copies within 30 days of delivery of the final report, unless retention is required by law

Our full Privacy Policy is available on our website.

5. Confidentiality

We treat all information shared with us in the course of an engagement as strictly confidential. We will not disclose any such information to any third party without the Client's prior written consent, except:

• Where disclosure is required by law, regulation, or court order
• To our professional indemnity insurers, on a strictly confidential basis, in connection with any claim or potential claim
• To our own professional advisors, subject to equivalent confidentiality obligations

6. Fees and payment

Our fees will be set out in the SOW or engagement letter and may be structured as:

• A fixed fee for the agreed scope of work
• A daily or hourly rate, with an estimate of time provided in advance

Where the scope of an engagement changes materially after commencement, we will discuss any fee adjustment with the Client before proceeding.

Invoices are payable within 30 days of the invoice date. We reserve the right to charge interest on overdue amounts at a rate of 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Intellectual property

All intellectual property in our methodologies, frameworks, analytical tools, and knowledge base remains our property. Upon full payment, the Client receives a licence to use the deliverables (including investigation reports and risk assessments) for the Client's internal purposes only.

The Client may not reproduce, distribute, or share our deliverables with third parties without our prior written consent, except:

• As required for tribunal proceedings or legal advice
• To the extent reasonably necessary for internal governance purposes

8. Limitation of liability

We maintain professional indemnity insurance appropriate to the nature and scale of our Services.

Our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim, or £100,000, whichever is greater.

We shall not be liable for any indirect, consequential, or special loss, including but not limited to loss of profit, loss of business, or reputational damage.

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

9. Independence and impartiality

Where we are engaged to conduct an independent investigation, we will act with full impartiality. The Client acknowledges that:

• We will make findings of fact based on the evidence, which may not accord with the Client's expectations or preferences
• We will not accept instructions from the Client or any other party as to the content, conclusions, or recommendations of an investigation report
• We reserve the right to withdraw from an engagement if our independence is, or appears likely to be, compromised

10. Cancellation and termination

Either party may terminate an engagement by giving 14 days' written notice to the other party. In the event of cancellation:

• The Client shall be liable for fees and expenses incurred up to the date of termination
• We will return or securely delete all Client data in accordance with our data protection obligations

We may terminate an engagement immediately if we reasonably believe our independence has been compromised, or if the Client is in material breach of these Terms.

11. Force majeure

Neither party shall be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to pandemic, natural disaster, industrial action, or governmental action.

12. Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Changes to these terms

We may update these Terms from time to time. The current version will always be available on our website. Where we make material changes, we will notify existing clients in writing.

Contact

ClinyQAi
clinyqai@gmail.com