Legal Sidekick – Platform Terms and Conditions
Last updated: 5 October 2020
Welcome to Legal Sidekick. Before you start using our platform we have to set out the rules which will govern Legal Sidekick’s relationship with you. We have done our best to make them as easy to understand as possible but if you have any questions at all, feel free to contact us at firstname.lastname@example.org
WHO WE ARE
We are Legal Sidekick Limited, trading as Legal Sidekick, a company incorporated and registered in England and Wales with company number 12258017. Our registered address is at 13 Park Drive, Altrincham, Cheshire, WA15 9DJ (referred to as Legal Sidekick, we, our and us).
We are an online platform for startups and startup founders, enabling contract creation, legal research, connecting with legal advisors and generally enabling our customers to manage the legal part of their business.
Please note that whilst all of our legal templates, documents and resources have been drafted by legal consultants, who have trained and qualified at solicitors’ regulatory authority (SRA) regulated law firms, these consultants are now operating as non-practicing solicitors through our legal services partner, Accelerate Law. Legal Sidekick is not a law firm and is not registered with the SRA. All ‘personal’ or ‘human’ legal support provided when using Legal Sidekick is provided by third party providers.
When receiving human or personal legal support from Accelerate Law (introduced via Legal Sidekick), you agree that the Accelerate Law Standard Terms of Business apply to any such services. When you click to accept these Terms, you also agree to accept Accelerate Law’s terms for the purposes of working with them after we introduce you.
In these terms and conditions (together with the documents referred to in them) (the Terms), we’ll refer to our Website, which refers to all our sites located at or accessible through www.legalsidekick.com, and our Web Application, which is accessible via our Website on desktop and mobile devices, together as our Platform. References to our Website include our owned sites, but do not include links to third-party sites, such as the sites of our partners.
These Terms govern your relationship with us when you access our Platform, so please make sure to read them carefully before you start accessing the Platform. Once you start using our Platform you are taken to have understood and accepted these Terms. These Terms form a binding agreement between you and us so if you have any questions, please let us know.
We will refer to anyone who uses Legal Sidekick collectively in these Terms as Users.
OTHER APPLICABLE TERMS
CHANGES TO THESE TERMS
We may from time to time amend these Terms to ensure that we remain compliant with relevant laws and regulations or to keep up to date with improvements or changes we might make to the services and experiences we can offer to you via our Platform. If we make significant changes to these Terms or to the services within the Platform, we will let you know what these significant changes are, and you may contact us at email@example.com if you have queries regarding these significant changes.
We don’t expect you to check these Terms every time you use our Platform but equally, we don’t want to overload you with every little update. We just ask that you check this page from time to time to take notice of any changes we have made. This is important because by continuing to use any of the Platform after changes are made, you are accepting those changes and will be bound by them.
SCOPE OF OUR SUPPORT
We provide online support through our Platform, including but not limited to providing you with customised contract templates. However, it is your responsibility for your own business or project to determine suitability of any contract or document you download from us for your circumstances. We provide the option for you to upgrade to personal legal support from our third-party legal partners when making purchases from us. You understand that whilst we provide a customised contract to you based on responses to questions, this does not mean that we can assure or guarantee it will be exactly appropriate, final or suitable for your circumstances. You understand this aspect may require legal advice and additional fees.
Our current legal partners are Accelerate Law. When you work with them, you agree to be bound by the Accelerate Law Standard Terms of Business shown at the bottom of this page.
Whilst payment is made initially to Legal Sidekick for Accelerate Law services via the Platform, we and Accelerate Law have a separate arrangement in place by where we share revenues with them.
Where you opt in for a ‘Legal Review’ option – this includes checking the document with you, but Accelerate Law may charge additional sums to make bespoke drafting amendments to any such document.
Whilst we are not a law firm, we still seek to treat our Users as ‘clients’ and as such we uphold full confidentiality of the information you provide to us via the Platform or via email or calls.
In certain exceptional circumstances, we may be required by law to reveal certain information and documents about you to authorities such as the Financial Conduct Authority, HM Revenue & Customs, the Police, the Serious Fraud Office or the National Crime Agency in relation to matters such as financial conduct, tax, fraud, bribery, money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why.
We do not seek to limit our liability arising from our fraud or reckless disregard of professional obligations or our liability for death or personal injury caused by our negligence or in any way to exclude or restrict our liability other than as is permitted by law.
However, you understand that at no point will we be liable for any of the following:
- any consequence of any action you take after reading any articles, resources or other materials published or downloadable from our Platform;
- any consequence of any issue arising as a result of you downloading a template and using it for your business, except where the issue arises from the unambiguous, gross negligence of Legal Sidekick;
- any tax, accounting or other finance issues which arise in relation to any matter you have sought to manage through Legal Sidekick; or
- any failure to fulfil any of our obligations due to circumstances beyond our reasonable control, including for these purposes, faults with our Platform technology resulting in errors in documents (e.g. where a response you provided when generating a document is not ultimately reflected in the final document due to an unexpected bug with our systems).
In any case, you agree that our liability is limited to the amount of sums paid by you to us in the 6 months before any applicable claim is made, and only you can enforce these terms. Equally, if you do encounter issues, whilst our liability is capped by these Terms, we will be on hand to support where we can, and can refer you to the Accelerate Law team for legal advice as applicable.
Our Platform is structured so that you are able to access it online via any compatible device of your choosing, whether on desktop, mobile or tablet.
When you reach our Platform, you can use it to access some or all of the following functions (Platform Functions):
- create a free personal account, and subscribe for a paid Startup Mode or Scale Mode account at your discretion;
- view, read, interact with and download Content (which means any text (such as articles, contracts or guides) audio, video, images, trademarks, logos or other content which may be made available to you by us and may sometimes include content which is owned or controlled by third parties which we are permitted to make available to you);
- auto-generate, purchase and/or download custom legal documents, whether as part of a monthly subscription or on a pay-as-you-go basis;
- project manage (within our available resources) the legal part of your business;
- access legal templates, articles and other resources;
- make requests for (human) legal support from our legal partners at Accelerate Law;
- receive notifications via push notifications, emails, SMS and when using the Platform. These messages may include information about your account, our Content, and general product information. You can control your preferences from your settings;
- click on links to our social media channels, such as on Facebook and Instagram;
- access customer support from our support team; and
- access our legal and data protection policies.
The list above is not necessarily a complete list of the functions of the Platform and we may decide to offer additional functions, or stop providing any Platform functions, at any time.
We operate a tiered membership model. We offer free accounts, but we also offer tiered premium memberships (Memberships). We offer two tiers of premium Memberships – Startup Mode and Scale Mode. The benefits package of each Membership are listed on the Website. We reserve the right to vary these rights from time to time and will communicate this with you if so.
The following principles apply to Memberships:
- Whilst we do not require you to make a minimum commitment of a number of months, we do reserve the right to take such action as we deem appropriate if we suspect in our sole discretion that a User is misusing the Platform or using it against the spirit of these terms.
- Where you are part of an accelerator programme or similar and you have signed up to free membership as part of your participation in that programme, then your applicable off-platform benefits are replaced by the educational sessions and resources provided through the relevant programme (which may include legal clinics).
MEMBERSHIP FEES AND PAYMENT
Access to some of the Platform Functions can only be obtained by Users following payment of the relevant subscription fees for Memberships (the Membership Fees).
Membership Fees are payable on a monthly basis (although annual or other periodic payments may be made available), depending on the type of Membership you choose, and prices will appear on the relevant page(s) of the Website. We may change our prices at any time by posting new prices on the Website, but such changes will not affect you during the period of your existing Membership as at the date of any such change.
We accept card payments using Stripe and PayPal. By paying using your credit or debit card you confirm that the card is yours and that there are sufficient funds or credit available to cover the relevant Membership Fees.
To use the Platform, you will have to sign up to create an account. Users can create an account by providing your full name; email and/or mobile phone number; date of birth (if you are an individual) and confirmation of whether you are a company or an individual. We require your date of birth to confirm you are legally able to use our service – you must be at least 16 years old to register as a User.
After registering, Users can sign-in to our Platform using their email address and chosen password. By signing up with us you agree to any applicable terms of the service, including these Terms. Please note that, we reserve the right to temporarily remove your account from the Platform if we believe it is appropriate or necessary to do so (for example if it infringes someone’s intellectual property or impersonates another user).
All Users must provide truthful and accurate information when registering with us – this helps us provide you with the best service we can. Any incorrect or untruthful information provided by Users may result in errors in documents downloaded from the Platform.
Users are responsible for looking after the security of their account information. This means that you are responsible for all activities that happen on your account and for any access to or use of the Platform by you or any person using your account even if that access or use has not been authorised by you.
Please immediately notify us of any unauthorised use of your account or any other breach of security relating to the Platform. We are not responsible for any loss or damage caused by the disclosure of your account details to someone else.
You are responsible for ensuring that the information we hold about you is up to date. Please amend your details as appropriate from time to time to notify us of any changes.
CONTENT AND DOWNLOADING DOCUMENTS
We enable generated contracts to be downloaded as Word document or as PDFs. To the extent you have any issues downloading a document, then we will make suitable arrangements for you to access the document you have paid for. You are entitled to remove the references to Legal Sidekick on your downloaded generated contracts if you choose to.
However, you are not entitled to remove references to the Encyclawpedia and Legal Sidekick on documents downloaded from the Encyclawpedia. This will be considered a breach of copyright and we reserve the right to take such action as we deem appropriate in accordance with English law in such circumstances.
You agree that all Content and documents accessed and/or downloaded via the Platform do not constitute legal advice for your particular business. In order to verify that something is entirely appropriate for your business, you will need to make your own assessments based on the information provided or contact us for support, which we may arrange for you for agreed fees.
You understand that you must thoroughly read and assess every document you access and download through the Platform – Legal Sidekick enables Users to take a DIY approach with support where requested. The ‘DIY’ aspect includes ensuring that you have read all documents carefully, highlighted areas of concern or uncertainty and raised those points with a legal advisor (whether accessed through us or otherwise). This is your responsibility and we can only support you if you reach out for it.
We may from time to time provide certain promotional codes to Users, for example as one-off promotions or as part of a loyalty programme. You agree that you will use promotional codes only in accordance with these Terms, or any additional terms we put in place for the relevant promotional codes.
Legal Sidekick reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a promotional code by you or any other User if we believe that the use or redemption of a promotional code was in error, fraudulent, illegal, or in violation of the terms of the promotional code or of these Terms.
PLATFORM AND USER CONTENT LICENCE RESTRICTIONS
This section tells you what you’re not allowed to do on the Platform.
Except as expressly allowed in these Terms, you may not:
- copy the Platform or any Content on it;
- commercialise any Content on the Platform (e.g. re-selling);
- transfer the Platform to anyone else, except where we make possible and encourage sharing;
- sub-license or otherwise make the Platform or Content available in whole or in part (and whether in object or source code form) to any person;
- make any alterations to, or modifications of, the Platform or Content; or
- disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or User Content or attempt to do so,
ACCEPTABLE USE RESTRICTIONS
You may use the Platform only for lawful purposes and those outlined in these Terms. In particular, but without limitation, you agree not to:
- use the Platform in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- use, share, or otherwise exploit the Platform any commercial, business, or monetised purpose whatsoever other than those purposes outlined in these Terms;
- reproduce, duplicate, copy, share, or re-sell any part of the Platform or the Content in contravention of these Terms;
- use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other members;
- use the Platform in a way which we deem to be inappropriate or abusive or which could cause offence or distress in any way to any User, Legal Sidekick staff-member or other person associated with our service;
- transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform; or
- access without authority, interfere with, damage or disrupt (a) any part of the Platform; (b) any equipment or network on which the Website is stored; (c) any software used in the provision of the Platform; or (d) any equipment, network or software owned or used by any third party,
(together the Acceptable Use Restrictions).
TERMINATION OF YOUR RIGHTS
We may end or suspend your rights under these Terms immediately and without notice if:
- you have breached any of the Platform and User Content Licence Restrictions and/or Acceptable Use Restrictions;
- we believe that your use of the Platform on an independent occasion or on a continued basis is unsuitable or inappropriate in any way at our sole discretion; or
- you are otherwise in breach of these Terms.
If we end your rights under these Terms:
- you must immediately stop all activities authorised by these Terms, including your access to and use of any or all of the Platform;
- if we ask you to you must immediately delete or remove the Platform from all devices then in your possession, custody or control and, if required, confirm to us that you have done so; and
- you will not be entitled to any refund as a result of your breach or unsuitable use.
Further, where you have breached any copyrights we reserve all legal rights available to us in respect of equitable and/or injunctive reliefs, along with all legal rights to claim damages for breach of copyright and breach of these terms.
INTELLECTUAL PROPERTY RIGHTS
You agree that:
- the Platform and all material published on, in, or via it is owned and controlled by or licensed to us;
- where you submit legal questions to us, we may anonymously (or non-anonymously with your express written consent) publish the relevant question on our Encyclawpedia with an appropriate answer, including where we have charged you separately for that relevant answer for your business. In such cases, we own all rights in the applicable question and answer.
- where you have provided us with a testimonial, we may feature it on our Platform, including with an image of your business logo and a link to your website.
- you will not be due any compensation at any point for your interactions with our Platform, including where you have submitted questions to us which we have published (whether anonymously or otherwise).
You represent and warrant on an ongoing basis that you:
- have provided us with only accurate information, to the best of your knowledge;
- will not submit anything to us which breaches the intellectual property rights of any third party; and
- will not send us or post anything to us that violates applicable law, regulations, these Terms or any other relevant Legal Sidekick policy.
INTERACTION AND REPORTING
All Users acknowledge and agree that they are responsible for their own interactions on the Platform. Legal Sidekick does not directly control or moderate the information uploaded to the Platform. However, Users acknowledge that Legal Sidekick is at all times entitled and permitted to monitor and view all Users’ interactions within the Platform.
Reporting mechanism: please report any issues you encounter on the Platform to firstname.lastname@example.org. One of our team will then review your report and take any action we deem appropriate.
AVAILABILITY OF THE PLATFORM
The Platform is provided on an “as is” basis. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform, or that they will be secure, uninterrupted or free of defects.
Your access to any of the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new functions or services. Availability of our Platform may also be interrupted in the case of events or occurrences beyond our reasonable control. We will not be liable to you if for any reason the Platform is unavailable at any time or for any period.
We will not be responsible for any unexpected removals or deletions of information, for example if we are required to remove your account in accordance with these Terms.
Contracts or other documents which you generate on the Platform are not stored on the Platform, and so you must keep you own copies of them.
CANCELLING OR AMENDING YOUR MEMBERSHIPS
Paid Memberships are offered on a monthly basis (starting from the date you make your first payment). You have the option to pay monthly, but if preferred, please contact us if you want to pay as a lump sum.
If paying monthly, your subscription will renew monthly on the same day each month (or as close as possible to the same day each month). If you need to then cancel your Membership, you can do so at any time. Contact us and we can help you process your cancellation. Please remember that you will need to request cancellation of your Membership at least three days before the start of your next billing cycle in order to avoid auto-renewal for the following month. Note that if you do cancel your Membership, we reserve the right to charge you a re-activation fee if you want to return to Legal Sidekick in future.
If you do cancel your Membership, you will revert to a free account.
If you wish to terminate your membership with us, you can do so at any time by deleting your account or requesting that we do so for you, although please remember that you will not be refunded for payments already made if you choose to do so.
WEBSITES WE LINK TO
The Platform may link to other third-party websites from which third party services can be obtained. Whilst we reasonably believe that these are reputable sources of such services, you acknowledge that these other websites are independent from us and we make no representations or warranties as to the legitimacy, accuracy or quality of such third party services, and we do not accept any responsibility for their content, safety, practices or privacy policies. Essentially, we will do our best to ensure they are safe but you access any third party at your own risk.
We do everything we can to ensure that no part of the Platform will contain or spread any viruses or other malicious code but this section explains how you can best protect your devices.
We recommend that you ensure that equipment used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform (if applicable) and regularly check for the presence of viruses and other malicious code.
To the full extent permitted by law we exclude liability for damage or loss of any kind caused by viruses or other harmful components originating or contracted from the Platform.
NO RELIANCE ON INFORMATION
All information published on or via the Platform is provided in good faith and for general information purpose only. We make no warranties about the completeness, reliability, or accuracy of such information. Any action you take based on such information is taken at your own risk. When you read an article, or other resource on the Platform, please remember that this does not constitute receiving legal advice and we urge you to check with us first before taking any consequential action (or inaction).
IF THERE IS A PROBLEM WITH THE PLATFORM
If you have any questions or complaints about the Platform please contact us. You can contact us at email@example.com.
We are under a legal duty to provide a Platform that is in conformity with these Terms and have set out a summary of your key legal rights in relation to the Platform. Nothing in these Terms will affect your legal rights.
Summary of key legal rights:
- the Platform must be as described, fit for purpose and of a satisfactory quality;
- if the Platform or products downloaded from it are faulty, you’re entitled to a repair or replacement;
- if the fault cannot be fixed, or if it hasn’t been fixed within a reasonable time (e.g. one month) and without significant inconvenience, you can get some or all of your money back for the relevant time period; and
- if you can show the fault has damaged your device, and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation (as set out in the section below).
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU FROM THE TECHNOLOGY PLATFORM
We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
We provide the Platform for the purposes outlined in these Terms. You agree not to use any of them for any purpose not expressed or implied by these Terms, and we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, or any indirect or consequential loss arising out of or in connection with these Terms.
Except as set out in the paragraph above, you accept and agree we will not be liable for any harmful effect that accessing the Platform may have on you, and you agree that you access the Platform at your own risk.
COMMUNICATIONS BETWEEN US
If you wish to contact us for any reason, you can do so via firstname.lastname@example.org.
Other than to provide the services provided within our Platform, we will only contact you if we make any relevant updates or changes to our services, or where you have signed up for marketing communications. You may opt out of marketing communications at any time via your settings within the Platform.
The Platform may use pop-up notifications, unless you disable them. Please note though that it is not possible to disable service information or error alerts.
OTHER IMPORTANT TERMS
We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may not assign or transfer any rights you may have under these Terms without our prior written approval, given at our absolute discretion.
None of the rights or obligations under these Terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms.
Under these Terms, you are granted a licence only in respect of our Platform. Any payments made are in consideration for a licence to access our Platform. We retain ownership in the Platform at all times.
If we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you, and it does not mean that you are relieved of your obligations under these Terms. If we do waive a breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach by you.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms between Legal Sidekick and the User.
Each of the terms and conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect. Subject to any applicable law and consumer rights, these Terms are the full agreement between us and our Users.
These Terms are governed by English law and the courts of England and Wales have exclusive jurisdiction.
AS LEGAL SIDEKICK DOES NOT PROVIDE HUMAN LEGAL SUPPORT (WE ONLY OPERATE VIA THE PLATFORM), ALL OF OUR HUMAN SUPPORT SERVICES ARE OUTSOURCED TO OUR LEGAL PARTNERS AT ACCELERATE LAW. WHENEVER WE REFER YOU TO ACCELERATE LAW, INCLUDING WHEN YOU PAY UP FRONT FOR THEIR SERVICES VIA LEGAL SIDEKICK, YOUR RELATIONSHIP WITH THEM IS GOVERNED BY THE BELOW TERMS.
Accelerate Law – Standard Terms of Business
These terms apply to all our work for you unless we have agreed to modify them in a written document which has been signed by a director of Layer 1 Legal Limited (trading as Accelerate Law). They are effective from the date we send them to you but we may make reasonable amendments to them from time to time.
1.1 Your contract is with Accelerate Law. Accelerate Law is the trading name of Layer 1 Legal Limited, a company registered in England and Wales with company number 10644182, and registered office at 13 Park Drive, Hale, Cheshire, WA15 9DJ. Any individual who you work with through us is either an employee or consultant of Accelerate Law.
1.2 We are an in-house legal consultancy business, comprised of legal consultants, who are qualified non-practicing solicitors. Accelerate Law is not a law firm or a firm of solicitors and as such is not regulated or controlled by the Solicitors’ Regulatory Authority.
1.2 We assume (that is, Accelerate Law assumes) liability for and are fully and exclusively responsible for the services provided by our consultants and employees on our behalf.
1.3 There is no contract between you and any member, employee or consultant of Accelerate Law. Any support given to (or other work done for) you by any of our consultants is given (or done) by them on behalf of Accelerate Law and not in their individual capacity and none of them assumes any personal responsibility to you for the support or other work.
1.4 You agree that you will not bring any claim, whether on the basis of breach of contract, tort (including, but not limited to, negligence), breach of statutory duty or any other basis against any of Accelerate Law’s employees or consultants, relating to any loss or damage that you or any person or company associated with you suffer or incur, directly or indirectly, in connection with any support given to or other work done for you.
1.6 So, any claim you wish to make can only be made against Accelerate Law and not against our employees or contractors.
1.7 Each of our consultants is entitled to the benefit of the provisions of this clause 1 under the Contracts (Rights of Third Parties) Act 1999.
1.8 A list of the consultants of Accelerate Law is open to inspection at our trading location at 84A Fleet Road, London, NW3 2QT.
1.9 All correspondence and other communications sent to you in the course of providing services, whether signed by a consultant or employee, is to be treated for all purposes as having been sent on behalf of Accelerate Law.
1.9 Unless the context otherwise requires, we refer to ourselves in these terms as “Accelerate Law”, “we”, “our” or “us”.
- Scope of Our Support
2.1 We provide support only in respect of the laws of England and Wales and on European Community law as it applies to the laws of England and Wales. Support on overseas law is available from our extensive international network in other jurisdictions with whom we can connect you.
2.2 Our role is limited to supporting on the legal issues raised by your instructions. Our support is for your benefit only and will be given in the context of the particular transaction for which we are retained. You should not rely on it in any other context. If you want to disclose our support to anyone else or refer to it, please let us know in advance so we can decide whether we can agree this and, if so, on what basis.
2.3 Unless we agree otherwise in writing, our support is for use only in connection with the specific matter on which you instruct us.
2.4 You will supply in writing to us in a timely way all information that is relevant to your matter and you promise that all information that you give to us is true and complete when given and that you will promptly correct and update it as necessary. You will respond promptly to our requests for instructions and information and tell Accelerate Law promptly if you have any queries or concerns.
2.5 We do not provide tax services. We may refer you to clear online guidance and may recommend you to take out specialist tax services in certain circumstances where there may be tax implications to your dealings.
2.6 We will aim to communicate with you by telephone or in writing (which includes by email) with progress on your matter regularly; communicate with you in plain language; explain to you by telephone or in writing the work required as your matter progresses; update you on whether the likely outcomes still justify the likely costs and risks associated with your matter whenever there is a material change in circumstances; update you on the likely timescales for each stage of this matter and any important changes in those estimates; and continue to review whether there are alternative methods by which your matter can be funded.
2.7 After completion of a matter, we will not be responsible for reminding you about future time deadlines or obligations that relate to it (e.g. an option or liability expiry date or regulatory filing date) unless we have agreed to do so in writing.
- Fees and Expenses
3.1 We are allowed to take into account a number of factors in setting our fees including the complexity of the work, its value, urgency and the time spent on it.
3.2 You will pay us on the basis of our agreed fees for the matter – which may require us to add up hours spent and calculate a total based on agreed hourly rates.
3.3 We have the right to review hourly rates on an annual basis on 1 January. We will charge you at the rate applicable when the legal services are provided unless agreed otherwise.
3.4 As well as our fees, you will reimburse us for any expenses we incur carrying out your work. This will include items like third party fees, travel and hotel expenses, document production, photocopying, scanning, printing, overseas telephone calls and out of scope support services.
3.5 You must reimburse our expenses in full even if the whole or any part of our fee is payable on a contingent basis.
4.1 Our general principle is that we will undertake your work, agree together that it is complete, and then send you an invoice. You agree that you will pay our invoices within 14 days after we issue them, and that we have the right to charge you interest at 1% above the Bank of England base rate from time to time if payment is late. In the case of commercial debts we reserve the right to claim interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
4.2 For certain matters, including where we agree a fixed fee, we may agree that 50% of our fees be paid up front, with the remainder to be paid on completion.
4.3 Where we work with other consultants, which we may connect directly with you, you agree that all bills will be settled directly through Accelerate Law and that there will be no exchange of money or independent commercial deals offered, discussed or reached with our consultants without our prior written consent. Should you wish to hire one of our consultants directly, you agree that we will be due a finder’s fee within 30 days of you hiring them (on whatever basis), equal to 20% of their total first year annual payment package (including any anticipated bonuses). This is regardless of whether you choose to retain their services after hiring them.
4.4 We may occasionally refer you to other professionals (such as law firms, insurance brokers and accountants). We trust the individuals and companies we refer you to, and choose to make referrals to them for that reason. However, you should enter into separate engagement terms with them and we will not be responsible for any advice or support they give to you.
5.1 We will treat all information you provide to us and about matters dealt with by us (other than information which is in the public domain) as confidential. We will not disclose any confidential information to any third party, except with your written consent or if necessary or customary in the normal performance of our services (e.g. passing it to other professionals and consultants assisting us or you with your matter, unless you ask us not to) or if required or permitted by law or any regulatory authority to which we are subject.
5.2 We may be required by law to reveal certain information and documents about you to authorities such as the Financial Conduct Authority, HM Revenue & Customs, the Police, the Serious Fraud Office or the National Crime Agency in relation to matters such as financial conduct, tax, fraud, bribery, money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why.
5.3 We reserve the right to use external service providers for document reproduction or scanning as long as they are bound by appropriate obligations to maintain the confidentiality of the information.
5.4 External firms or organisations may conduct audit or quality checks on our practices. These external firms or organisations are required to maintain confidentiality in relation to your files.
5.5 Unless you instruct us otherwise in writing, we are entitled to state in our promotional material and tender documents that we have worked for you generally or on a particular matter or matters as long as we do not otherwise break our duty of confidentiality to you.
5.6 Where we act for other clients and as a result obtain information confidential to those clients but relevant to you, we have no obligation to disclose that information to you.
5.7 We may be asked to act for another party on a matter where we hold information for you (in respect of which we owe you a duty of confidentiality) which may be relevant to that other party. You agree that we may act for the other party even though their interests in the proposed matter may be adverse to your own provided that
5.7.1 there is no legal conflict of interest;
5.7.2 we agree to put in place and maintain appropriate measures to safeguard the confidentiality of the information we hold for you;
5.7.3 consider it reasonable in all the circumstances for us to act.
5.8 You accept in these circumstances that we will be under no obligation to disclose to you any information which we obtain for the other client.
5.9 You will treat all information we give you (other than information which is in the public domain) as confidential including, but not limited to the contents of our engagement letter to you. You will not disclose that confidential information to any other person, unless we give our written consent or as required or permitted by law or any regulatory authority to which you are subject.
5.10 If you wish to pass to a third party any support we have provided to you and we consent to this, we will not have any liability to them unless we have agreed to this in writing.
- Client Identification and Instructions
6.1 We will use electronic communication when working on your matters unless you tell us not to. If we use electronic communication, we take reasonable precautions to ensure it is virus free, but this cannot be guaranteed and you accept this and the other risks inherent in this form of communication.
6.2 Electronic communication and telephone communications may be monitored in accordance with applicable law and regulations.
6.3 We rely on you to tell us in writing if you have any preferred method of communication or if communication is only to be made through one or more designated individuals.
6.4 When asked, you will provide the necessary information for us to check your identity for the purposes of our statutory and professional obligations.
6.5 You will tell us the full background to your matter, give us timely and accurate instructions, tell us promptly of any change in circumstances that may affect your matter, respond promptly to our requests for instructions and information and tell us promptly if you have any queries or concerns.
- Data Protection
7.1 We may collect personal data about you. This includes a record of any correspondence between us, and details of transactions you carry out with us. Please note that we do not store credit card details and we do not share your details with any third parties without your consent.
7.2 We will process the personal data that you provide to us for the following purposes:
7.2.1 carrying out work on your instructions;
7.2.2 providing appropriate instructions or information to others working for you, including those located outside the EEA;
7.2.3 complying with our legal, professional and regulatory obligations;
7.2.4 maintaining and using databases of current clients/contacts;
7.2.5 verifying your identity;
7.2.6 updating and enhancing client records;
7.2.7 analysis to help us manage our business; and
7.2.8 statutory returns.
7.3 We rely on you to obtain any consents necessary under applicable data protection laws to permit you to provide, and us to process, those data for these purposes.
7.4 From time to time we may send information about our business, market developments, or future events to individuals on our databases. If you prefer us not to do this, please let us know by emailing email@example.com at any time.
7.5 We do not transfer data outside the EEA, except where you ask us to or where our software providers have servers outside the EEA.
7.6 By giving us your personal data, you agree to this arrangement. We will do what we reasonably can to keep your data secure, and up to date and in accordance with these terms. We will not collect more personal data than we need for the purposes set out in paragraph 7.2, and we will not retain such personal data for any period longer than required to carry out the purposes set out in paragraph 7.2.
7.7 We are allowed to disclose your information in the following cases:
7.7.1 if we want to sell or receive investment in our business, or our company, we can disclose it to the potential buyer or investor;
7.7.2 if we want to sell or buy any business, or assets, we can disclose your personal data to the potential buyer or seller of such business or assets;
7.7.3 we can disclose it to other businesses in our group existing from to time to time, which means our subsidiaries, our ultimate holding company and its subsidiaries as defined in Section 1159 of the UK Companies Act 2006;
7.7.4 we can disclose it if we have a legal obligation to do so, or in order to protect other people’s property, safety or rights; and
7.7.5 we can exchange information with others to protect against fraud or credit risks.
7.8 You can ask us not to use your data for marketing. You can do this by emailing firstname.lastname@example.org at any time.
- Files, Documents and Electronic Data
8.1 We may store the files and other documents relating to your matters either electronically or in paper format.
8.2 If you ask us to pass you any of your files and documents, we may do so either in paper form or on standard electronic storage media. We reserve the right to keep copies of any of your files and documents for our own records.
8.3 We retain copyright in works we prepare unless we have specifically agreed otherwise.
9.1 Our financial liability in respect of a particular matter or transaction for any and all losses, liabilities, damages, claims, demands and costs (including any costs we incur in defending any actions against us) arising out of or in connection with your matter or transaction shall not exceed three times the amount of sums paid to us by you in the previous 12 months of our engagement.
9.2 However, we do not seek to limit our liability arising from our fraud or reckless disregard of professional obligations or our liability for death or personal injury caused by our negligence or in any way to exclude or restrict our liability other than as is permitted by law.
9.3 Our duty of care under this contract and any duty of care we also owe as a matter of law is a duty owed to you alone. We do not owe a duty of care to any third party and assume no responsibility to any third party in respect of the performance of our duties to you.
9.4 We are not liable for any failure to fulfil our obligations due to circumstances beyond our reasonable control.
9.5 If any claim is made against us relating to the provision of services to you, our liability is limited to a just and equitable proportion of the total loss or damage in respect of that claim taking account of contributory negligence and the responsibility of any other person or organisation (regardless of the ability of that person or organisation to make payment).
9.6 If we work on a matter for you with another person or organisation which limits its liability by agreement with you, our liability in respect of that matter is limited to the amount which would have applied if that other person or organisation had not so limited its liability.
9.7 Accelerate Law has professional indemnity insurance in place which covers our professional services as non-practicing solicitors providing legal support to businesses without the relevant capabilities in-house (typically start-up companies) covering up to £2,000,000.00 in aggregate, whether the liability arises in contract, negligence or other tort, breach of statutory duty or otherwise.
- Conflicts of Interest
If we suspect there is a conflict of interest to providing services to you, we will raise that with you and only proceed if we can be sure of our neutrality. We will discuss this with you if the situation arises.
12.1 We are committed to providing a high quality service. If you have any issues or complaints, please contact us directly and we will do our best to resolve as quickly and efficiently as possible. You agree to always contact us in the first instance in case of complaints.
12.2 If we are unable to resolve between us and you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
13.1 You may terminate your instructions at any time by written notice to us. We will only stop working for you if we have a good reason to do so including if:
13.1.1 you do not pay a bill after 30 days;
13.1.2 we cannot obtain clear instructions from you;
13.1.3 we have or develop a conflict of interest; or
13.1.4 carrying out your instructions or continuing to work for you would infringe the law.
13.2 Termination by you or by us for any of the above reasons will not affect our right to payment for work done before the date of termination, including pro rated payment for work that remains incomplete at the date of termination.
13.3 Where we stop or suspend work on a matter we have the right to stop or suspend work on any other matter for you.
14.1 These terms and our services are governed by English law and you and we both submit irrevocably to the jurisdiction of the English courts in relation to any dispute between us.
14.2 References in this document to “you” or to “our client” mean our client as identified in our engagement letter to you or in any separate written communication. In this document reference to “terms” means, where the context permits, these terms of business as supplemented by our engagement letter to you.
14.3 Except where we clearly say otherwise, nothing in these terms gives any person any rights under the Contracts (Rights of Third Parties) Act 1999. These terms may be varied by us without the consent of any third party.
14.4 If any part of these terms is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
14.5 If in the future the business of Accelerate Law is transferred to a new entity (including, but not limited to, a limited company or a merged entity) you agree to the novation of any contract or contracts that we have with you to the new entity provided that we notify you of the transfer. The novation will take effect on the date of the transfer to the new entity. The novation will only affect rights and obligations under the contract or contracts with effect from the date of the transfer. From the date of transfer services will be provided to you by the new entity in place of Accelerate Law and your rights under existing retainers will be exercisable only against the new entity.