Terms of Business

These Terms of Business ("Terms") constitute a binding contract between Gain Function Ltd ("we", "us", "Gain Function"), a company registered in England and Wales, and the business entity purchasing our services ("you", "Client").

By purchasing the Clarithm™ Pathfinder Diagnostic, you confirm that you are purchasing these services for business purposes and agree to be bound by these Terms.

1. The Services

We provide a commercial diagnostic and advisory service consisting of three parts:

1. The Diagnostic: Access to the online Clarithm™ questionnaire.
2. The Report: A personalised PDF report generated using our proprietary, deterministic methodology. We aim to deliver this within 48 hours of your submission, subject to the performance provisions in Clause 5.
3. The Pathfinder Session: A 60-minute consultation with a Gain Function director to review findings.

Nature of the Analysis: You acknowledge that the Clarithm™ Report is generated using a proprietary diagnostic methodology based on your specific inputs and is not a guarantee of future performance. We are strategic advisors, not software vendors or regulated financial/legal advisors.

2. Fees, Payment, and Refunds

Payment Terms: Fees are payable 100% in advance via Stripe or bank transfer.

• VAT: Fees are exclusive of VAT. VAT will be applied at the applicable rate at checkout for UK businesses.
• Promotional Pricing: Any "Launch Offer" or promotional pricing is strictly limited to the quantity or time period specified at checkout. We reserve the right to withdraw promotional pricing at any time. The price applicable is the price displayed at the moment of transaction processing.

No Refunds: Due to the immediate delivery of the diagnostic link and the reservation of limited consultative capacity, all fees are non-refundable, except where expressly stated in Clause 2.1 below.

2.1 Right to Refuse

We reserve the right to decline any engagement at our sole discretion. If we determine, after reviewing your Diagnostic responses, that our Services are not suitable for your business context (e.g., due to data quality issues described in Clause 3), we will notify you and issue a full refund of any fees paid. In such cases, no Report or Pathfinder Session will be provided.

3. Your Obligations and Warranties

• Accuracy: The accuracy of the Clarithm™ Report depends entirely on the honesty and accuracy of your inputs. We accept no liability for analysis errors resulting from inaccurate, misleading, or incomplete user data.
• Data Integrity: You agree to provide genuine, thoughtful responses. If our internal validation processes flag your data as anomalous, statistical noise (e.g., identical scores across all domains), or indicative of automated entry ("Robot Patterns"), we reserve the right to withhold the Report and request a resubmission or cancel the engagement under Clause 2.1.
• Competitor Restriction: You represent and warrant that you are not a direct competitor of Gain Function Ltd and are not purchasing the Services for the purpose of benchmarking, reverse-engineering, or copying our methodology.
• Data Entry: You must provide a valid email address. We require a double-entry of your email at checkout to ensure report delivery.

4. Intellectual Property (IP)

Our IP: Gain Function retains all ownership rights to the Clarithm™ methodology, the diagnostic questions, the underlying logic, scoring models, and document templates. You may not reverse engineer, copy, distribute, or resell our diagnostic methodology.

Your IP: You own the specific Report generated for your business. You are free to share this report internally or with your board and investors.

5. Delivery, Scheduling, and Performance

5.1 Booking

You will receive a Calendly link to book your Pathfinder Session after your Report is generated.

5.2 Rescheduling

You may reschedule your session up to 24 hours before the start time without penalty. If you cancel with less than 24 hours' notice or fail to attend, the session is forfeited.

5.3 Performance Times

Any dates or times quoted for the delivery of the Report or the hosting of the Pathfinder Session (including the "48-hour" target) are aims and estimates only. Time shall not be of the essence for the performance of the Services. While we will use reasonable commercial endeavours to meet our delivery targets, we shall not be liable for any delay in delivery, howsoever caused.

5.4 Force Majeure

We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure result from events, circumstances, or causes beyond our reasonable control (including but not limited to failure of third-party systems such as Google Workspace, Stripe, Vercel, or internet service providers).

6. Limitation of Liability

• Implementation Responsibility: You acknowledge that the Services provide strategic insight based on pattern recognition and are not a substitute for your own commercial judgment. You retain sole responsibility for all business decisions, actions, or omissions resulting from your use of the Report or Pathfinder Session. Gain Function Ltd accepts no liability for the commercial outcomes of implementing (or failing to implement) any findings.
• Nature of Advice: The Clarithm™ Report and Pathfinder Session do not constitute guaranteed financial, legal, or investment advice.
• Cap on Liability: To the extent permitted by law, Gain Function's total liability to you for any claim arising out of these Services is strictly limited to the total fees paid by you for the specific diagnostic engagement.
• Exclusions: We are not liable for any indirect or consequential losses, including but not limited to loss of profit, loss of opportunity, or failure to achieve anticipated growth.

7. Data Protection, Anonymisation, Retention, and Further Use

7.1 Personal and Commercial Data

We collect and process personal data (including identifiers such as name, email address, job title) and commercial data (including responses provided to generate your Report, the generated Report, recordings of the Pathfinder Session, notes, and advice or communications related to our services) for the primary purposes of delivering the Report, conducting the Pathfinder Session, and providing any engaged advisory services.

7.2 Retention of Identifiable Data

We retain identifiable personal and commercial data for as long as necessary to fulfil the primary purposes described above, including the duration of our engagement and a reasonable period thereafter for follow-up, dispute resolution, or compliance with legal obligations (typically up to 7 years, depending on applicable laws). If you engage us for further services, retention periods may extend accordingly.

In addition, Gain Function has a legitimate interest in retaining identifiable data for secondary purposes, including internal analysis, historical records, service improvement, and marketing. We will retain such data for these purposes only where our legitimate interests are not overridden by your rights and freedoms, and for no longer than reasonably necessary.

7.3 Anonymised Data (What We Keep Indefinitely)

You acknowledge and agree that Gain Function has a legitimate interest in retaining and using anonymised data derived from your responses, Report, inputs, recordings, notes, and communications indefinitely for purposes such as refining our scoring logic, internal analysis, historical records, creating aggregated industry benchmarks, service improvement, and aggregated marketing insights.

We will anonymise this data by stripping all personal identifiers, company identifiers, and any other information that could reasonably lead to re-identification (directly or indirectly). Once fully anonymised, the data is no longer considered personal data and may be retained and used without time limits.

7.4 Benchmarking and Further Use Licence

By purchasing the Service, you grant Gain Function a perpetual, irrevocable, royalty-free, worldwide licence to use the anonymised data for the purposes set out in 7.3, including benchmarking, analysis, and marketing.

7.5 Protection of Identity

We guarantee that anonymised data will be processed in aggregated form with appropriate safeguards to prevent re-identification of you or your specific business.

7.6 Excluded Data

Open-text responses (e.g., "What else should we know?") and any information you designate as confidential are excluded from anonymisation, benchmarking, and further use under this section. Such data will be treated as Confidential Information and retained only as necessary for primary purposes or legal obligations.

7.7 Your Rights

You have rights in relation to your personal data, including the right to request access, correction, deletion, or restriction of processing, and to object to processing based on legitimate interests. We will respond to such requests in accordance with applicable data protection laws. Upon request or when data is no longer necessary (and no overriding reason applies), we will delete or further anonymise your identifiable data.

8. Confidentiality

8.1 Definition

"Confidential Information" means all non-public information disclosed by you to us during the Diagnostic process, including your specific responses to the questionnaire, your Clarithm™ Report, and any strategic discussions during the Pathfinder Session.

8.2 Our Obligations

Gain Function agrees to:

• Keep all Confidential Information strictly confidential.
• Not disclose it to any third party (except our IT processors like Google/Stripe who are bound by security obligations).
• Use it solely for the purpose of providing the Services (and for the anonymised benchmarking described in Clause 7).

8.3 Exceptions

Confidential Information does not include information that is public knowledge, already known to us, or required to be disclosed by law.

9. General

9.1 Entire Agreement

These Terms constitute the entire agreement between us regarding the Services and supersede all previous agreements or understandings.

9.2 Severability

If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

9.3 Governing Law

These Terms are governed by the laws of England and Wales. Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.

Contact Us

If you have questions about these Terms of Business, please contact us: