ENTERPRISE CLIENT -TERMS AND CONDITIONS OF BUSINESS
1. PARTIES AND BACKGROUND
1.1. The contracting parties
1.1.1. 360 Business Law Limited, a company incorporated and registered in England and Wales with company number 08884503, whose registered office is at 39 Guildford Road, Lightwater, Surrey, GU18 5SA (referred to in this Agreement as the “Company”, “we”, or “us”); and
1.1.2. The entity identified in the Enterprise Order, being a duly constituted legal entity under the laws of its jurisdiction of incorporation or formation, with registration or identification number as stated therein and whose principal place of business is as specified in the Enterprise Order (referred to in this Agreement as the “Client”, “you”, or “your”).
1.2. Definitions of the parties
Each of the Company and the Client shall be referred to individually as a “Party” and together as the “Parties”.
1.3. Background
1.3.1. The Company is a technology enabled legal services business which provides technology and legal services in over 100 jurisdictions to corporate and commercial clients.
1.3.2. The Client wishes to appoint the Company to provide one or more of the following services:
(a) Subscription Legal Services, Hourly Rate Services or bespoke Legal Services, the scope and terms of which are described in Schedule 1 – Legal Services – Specific Conditions; and/or (b) AI Contract Review Services, the scope and terms of which are described in Schedule 2 – AI Contract Review Service – Special Conditions.
For the avoidance of doubt, the specific commercial terms relating to each service, including pricing and any limitations of use, are set out in the relevant Enterprise Order.
1.3.3. The Parties have agreed that such Services will be supplied in accordance with and subject to the terms and conditions set out in this Agreement.
1.4. Commencement date
This Agreement shall commence on the date upon which both Parties have signed the relevant Enterprise Order (the “Commencement Date”) and, save in respect of clause 9, shall continue thereafter unless terminated in accordance with the provisions of this Agreement.
1.5. Operative provisions
In consideration of the matters set out above and the mutual covenants contained herein, the Parties agree as follows.
2. DEFINITIONS
2.1. The following definitions apply in these conditions:
“Advice” means any legal advice, guidance, recommendations, information, documentation or output provided to you by a Lawyer or through our AiLa, whether in written, oral, electronic or automated form;
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;
“Agreement” means this agreement and the attached Schedules hereto;
“AI Contract Review Services or AiLa” means the contract analysis and document review services provided by the Company, delivered through its proprietary LawLink application; “Authorised User” means the named contact or contacts acting on behalf of your entity and whose contact details are provided to our Company during the term of this Agreement;
“Background Intellectual Property” means any and all intellectual property that is owned or controlled by the Client prior to the commencement of a specific matter, collaboration, or agreement with the Company or an Affiliate thereof. Background IP could encompass patents, trademarks, copyrights, trade secrets, and other forms of intellectual property that the Client has developed, acquired, or otherwise has rights to before the start of a new Engagement;
“Bespoke Legal Services” means project-specific or specialised legal services, tailored to the particular requirements of the Client and agreed between the Parties, as further described in an Enterprise Order;
“Business Hours” means the hours of 09:00 to 18:00 in a relevant country;
“Confidential Information” means in respect to the Company and the Client, including any group company or Affiliate of such Party, information in whatever form or media (whether marked as confidential or which may reasonably be considered as confidential by its nature) including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located, relating to the business, clients/customers, prospective clients/customers, the Services (in the case of the Company only), products, affairs and finances of a Party for the time being confidential to such Party and Intellectual Property Rights and trade secrets including, without limitation, technical data relating to the business of a Party or any of its suppliers, including (but not limited to) information that the Company creates, develops, receives or obtains in connection with the provision of the Services;
“Documents” means any written, printed, or electronic records, including but not limited to contracts, agreements, reports, correspondence, and other materials that serve as evidence or convey information;
“Engagement” means a written or verbal agreement or understanding between the Client and the Company under which the Company agrees to provide legal advice or perform specific tasks, responsibilities, or obligations on behalf of the Client. This includes the scope of work, objectives, and duties agreed upon, as well as the terms and conditions governing the relationship;
“Enterprise Order” means the written document issued by the Company to the Client (whether described as a quotation, order form, proposal or otherwise) which sets out the commercial terms agreed between the Parties in respect of the Services, including (without limitation) the applicable Fees, charging structure, duration, any limitations of use, and any client-specific terms. The Enterprise Order forms part of and is incorporated into this Agreement;
“Entity” a corporate body or another type of organisation that has a legal identity separate from its owners. For example, limited liability companies, corporations, and nonprofits are all considered legal entities;
“Fees” means the Fees charged by the Company for its Services, as relevant, calculated in accordance with our Enterprise Order, and set out in a relevant Invoice together with any other additional charges as may be agreed between the Parties from time to time;
“Force Majeure Event” means an act of God or any other event beyond a Party’s reasonable control, including lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial dispute (including an industrial dispute involving that Party’s own employees or third party consultants where that industrial dispute is beyond the reasonable control of that Party), terrorist act, act of Government, or restrictions of a legislative or regulatory nature (other than any anticipated on the date of signature of this Agreement), the consequences of which such Party can neither prevent nor avoid. Save that non-payment of Fees is not a Force Majeure Event;
“Hourly Rate Services” means Advice that is not provided as part of any Subscription Services that is subject to an Hourly Rate Fee;
“Invoice” means the Company’s invoice setting out the Fees;
“Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up,
database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:
o whether registered or not,
o including any applications to protect or register such rights,
o including all renewals and extensions of such rights or applications,
o whether vested, contingent or future, and
o wherever existing;
“Lawyer” means a qualified Solicitor, Barrister, or a foreign jurisdiction qualified attorney who has been engaged by the Company to provide Advice to you;
“LawLink” means the proprietary case and matter management platform developed and operated by the Company, which provides a secure digital environment for the storage, organisation, and management of client matters and related documentation. LawLink enables time recording, billing, subscription service management, global matter tracking, compliance monitoring, and integration with related tools and services. Access to LawLink is provided to authorised users only and is subject to the terms of this Agreement, the Acceptable Use Policy, and any other applicable policies notified by the Company from time to time;
“Services” means the legal and related technology services provided by the Company to the Client under this Agreement, comprising one or more of the following:
o Subscription Legal Services;
o Hourly Rate Services;
o Bespoke Legal Services;
o AI Contract Review Services.
“Subscription Legal Service(s)” means the legal services provided by the Company to the Client for a fixed periodic fee, under which the Client is entitled to receive ongoing legal support within the agreed scope of services. Such services may include (without limitation) legal advice, drafting, negotiation, and related professional assistance, as set out in Schedule 1 – Legal Services – Specific Conditions and the relevant Enterprise Order. Subscription Legal Services are subject to the limitations, exclusions, and jurisdictional coverage specified in this Agreement, and any work falling outside the agreed scope shall be chargeable in accordance with Schedule 3 – Global Rates; “Website” means our website (https://www.360businesslaw.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions;
“Working Day” refers to any standard business day during which businesses and government offices are typically open for their regular hours of operation. This excludes weekends, public holidays, and any other day designated as a non-working day in the specific region or country in question. The definition of a working day may vary based on local customs, traditions, and regulations, and therefore, it is essential to consult local sources or guidelines when determining the exact days considered as working days in a specific location.
2.1. A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment of it, and includes any subordinate legislation for the time being.
2.2. Words in the singular include the plural and, in the plural, include the singular.
2.3. A reference to one gender includes a reference to the other gender.
2.4. Condition headings do not affect the interpretation of these conditions.
2.5. A reference to writing or related expressions include but shall not be limited to a reference to email, communications via websites and comparable means of communications.
2.6. Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
2.7. Incorporated Documents
2.7.1 The following documents are expressly incorporated into, and shall form part of, this Agreement as if set out in full herein:
2.7.1.1 the Enterprise Order; 2.7.1.2 Schedule 1 – Legal Services – Specific Conditions; 2.7.1.3 Schedule 2 – AI Contract Review Service – Special Conditions; 2.7.1.4 Schedule 3 – Global Rates; 2.7.1.5 the Acceptable Use Policy; and 2.7.1.6 the GDPR Addendum.
2.7.2 Each of the documents listed above is accessible via the URL links provided by the Company in the Enterprise Order. The Parties agree that reference to such URL links shall be sufficient to incorporate the terms of those documents into this Agreement, and the Parties shall be bound by them accordingly.
2.8. Order of Precedence
2.8.1 In the event of any conflict or ambiguity between the provisions of this Agreement and the terms contained in the Schedules, Policies or Addenda, such conflict or ambiguity shall be resolved in accordance with the following order of precedence (with the first listed taking priority):
2.8.1.1 the relevant Enterprise Order; 2.8.1.2 Schedule 1 – Legal Services – Specific Conditions; 2.8.1.3 Schedule 2 – AI Contract Review Service – Special Conditions;
2.8.1.4 the main body of this Agreement; and
2.8.1.5 the terms of all other Schedules, Policies and Addenda.
3. DUTY OF CONFIDENTIALITY
3.1. By virtue of this Agreement, the Parties may have access to Confidential Information that is confidential to one another. Each Party agrees to disclose only information that is required for the performance of obligations under this Agreement. Confidential Information shall include the terms and conditions of this Agreement, including Fees.
3.2. A Party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession or control prior to its disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party.
3.3. Each Party agrees not to disclose each other’s Confidential Information to any third party other than those set forth in this clause 3 for a period of five (5) years from the date of the disclosing Party’s disclosure of the Confidential Information to the receiving Party.
3.4. Unless otherwise authorised by you, we will keep confidential any Confidential Information which we acquire about you while providing Advice in accordance with the rules of professional conduct, unless we are required to disclose any such information:
3.4.1. to our auditors, external assessors or other professional advisors; or
3.4.2. by the order of a court of competent jurisdiction or other regulatory authority to which we are subject;
3.4.3. to any third party under the terms of an arrangement, authorised by you, regarding the funding of our Fees and disbursements. Any such disclosure shall of course be conducted in confidence.
3.5. You understand that our Lawyers are contracted to the Company in the capacity of a consultant and unreservedly agree and accept that we may disclose Confidential Information to a relevant Lawyer to enable such Lawyer to provide the Advice to you.
3.6. If you or we engage other professional advisers to assist with a matter, instructed by you, we will assume, unless you notify us otherwise, that we may disclose information, including any Confidential Information, to such other advisers as is necessary in the circumstances. Any such disclosure shall be limited to what is strictly necessary and subject to the requirement that the advisers maintain the confidentiality of the information in accordance with applicable laws and regulations.
3.7. We may from time to time outsource some of our services, but only when it is cost effective to do so, to translation agencies, word processing/typing, (such action may include sending documents to outsourcers outside of the UK or the European Union). We will assume, unless you notify us otherwise, that we may disclose information to such outsourcing consultants and agents as necessary. All of our outsourcing arrangements have express confidentiality agreements in place.
3.8. You acknowledge that we owe a duty of confidentiality to all our clients and, as a precondition to us acting for you, you agree that we shall have no duty to disclose information to you that we may learn or have learnt while acting on behalf of another client.
3.9. In matters involving publicly listed companies, the Company shall comply with applicable securities rules and apply the Company’s internal policy relating to insider information and maintain a register of insiders.
3.10. Under the principle of legal professional privilege, Lawyer/Client communications may enjoy special protection from later disclosure in litigation or in other circumstances. Legal professional privilege can be lost, and our advice is that you, and anyone else involved in matters with us or where you may need our Advice, should treat all information and communications relating to those matters as confidential and avoid circulating those communications more widely than is necessary. If you are in any doubt about this, please ask us for Advice.
4. ANTI-MONEY LAUNDERING RULES
4.1. In order to comply with The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (and any subsequent amendments) we are required to satisfy ourselves that we are not unwittingly involved in money laundering. The legislation is intended to provide a comprehensive system of client identification procedures, record keeping and mandatory reporting. This means we must be satisfied as to your identity and the provenance of any funds which are to be received or have been received by us, or which will be dealt with through our actions.
4.2. In order to satisfy our regulatory obligations, when acting for you we will require evidence that the person providing instructions has the necessary authority to do so. It is important that you forward any requested evidence promptly, as we will not be able to act for you if we cannot comply with these obligations. We will retain copies of any identity documentation for at least five (5) years.
4.3. From time to time we may require you to provide evidence of the identity of other connected parties so that we may comply with our statutory obligations.
4.4. If we have reason to suspect that there is an attempt to launder money, or that you or any other party connected with you is involved in activities prescribed by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (and any subsequent amendments), then we have a positive obligation to notify the National Crime Agency of our suspicions. You acknowledge, as a condition of this Agreement, that this obligation will in certain circumstances override our duty of confidentiality. We may not be permitted to advise you whether or not we have made or might intend to make such a report. If we were to do so we would ourselves be committing a criminal offence. In such circumstances we may cease acting for you or be instructed to do so by the relevant authorities.
5. FEES 5.1. The Fees payable for our Legal Services (as described in Schedule 1 – Legal Services – Specific Conditions) and for our AI Contract Review Service (as described in Schedule 2 – AI Contract Review Service – Special Conditions) are specified in Schedule 3 – Global Rates and shall be charged at the rates set out in the Enterprise Order.
5.2. VAT will be added to all Fees where applicable.
6. PAYMENT
6.1. Our Invoice(s) shall be paid within thirty (30) days of the invoice date (unless otherwise set out in a Enterprise Order or agreed in writing) and if payment is not made, we reserve the right to suspend acting for you until full payment is received or decline to act for you further. If we cease acting for you for your material breach of this Agreement, we will render a final Invoice for any Services work carried out to that point and, if relevant, a final charge in respect of the outstanding annual subscription. Any disputes regarding the contents or accuracy of an invoice must be raised in writing within 14 days of the date of receipt of the invoice. Failure to notify us of any dispute within this period shall be deemed acceptance of the invoice in full.
6.2. If you fail to make payment by the due date specified on a relevant Invoice, then without prejudice to any other right or remedy available to us, you shall be liable to pay interest on the overdue amount. Such interest shall be calculated on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Interest will be accrued and compounded monthly. The interest rate applied will be at the rate of 8% per annum above the Bank of England’s base rate from time to time. The said rate is in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended. You shall pay the interest together with the overdue amount. In addition to the interest, we reserve the right to claim reasonable compensation for debt recovery costs incurred as a result of your late payment in accordance with the Late Payment of Commercial Debts Regulations 2013. We may, at our discretion, elect to waive part or all of the interest charges as a gesture of goodwill but are under no obligation to do so. We will also be entitled to retain property belonging to you, together with our own papers relating to matters, until all sums outstanding to us are paid.
6.3. In respect of our Services, we may require payment of sums on account of anticipated Fees or disbursements. When we put these payments towards your Invoice, we will send you a statement of account. We will offset any payments on account against your final Invoice, but your total charges and expenses may be greater than any advanced payments.
6.4. We may send you interim Invoices with a statement of account detailing every amount which remains unpaid. You may also be contacted by our credit control team in relation to any unpaid Invoices which are older than thirty (30) days from their due date.
6.5. You agree to indemnify us for all costs, expenses and other fees of any description we incur in relation to enforcement action we take under this Agreement in relation to non-payment of our Invoices or otherwise. As examples, this may include costs we incur in preparing/sending reminder/chasing letters/emails, costs and expenses in relation to tracing agents and or taking court proceedings if necessary.
7. COMPLAINTS
We are committed to the provision of high-quality Advice and client care, and we are confident that we will be able to provide you with an efficient and effective service. However, should there be any aspect of our service with which you are unhappy for any reason, you should speak to the responsible Lawyer in the first instance. If that does not satisfactorily resolve your concerns, you can make a formal complaint by contacting Omar Khan, Head of Legal Practice, who may be contacted on 0333 772 0926 or by email on o.khan@360businesslaw.com, or by post to our place of business.
8. UNREGULATED PRACTICE STATEMENT – UNITED KINGDOM ONLY
8.1. The Legal Services Act 2007 was introduced to allow qualified Solicitors and Barristers to practice in Unreserved Matters (as defined by the Legal Services Board) in an unregulated/unregistered manner. The Solicitors and Barristers at the Company practice in this manner to provide our clients with Advice in
a cost-effective manner. To enable our qualified Solicitors and Barristers to practice in this manner we are required to make the following statements in our contracts:
8.1.1. Unregistered Barristers do not have a practising certificate and are not on the register of practising Barristers. Therefore, in providing any Advice to clients they are not acting as a Barrister and are not subject to many of the rules which regulate practising Barristers. This limits the services they can provide to clients. They can provide you with legal advice and represent you before certain Tribunals but cannot exercise right of audience in Court.
8.1.2. Solicitors undertake services through the Company as unregulated Solicitors. Our unregulated Solicitors do hold a practicing certificate but chose to practice in an unregulated capacity.
8.2. We aim to provide you with excellent Advice, but should you have any concerns or issues with any of our unregulated Solicitors or unregistered Barristers, please send an email clearly setting out your complaint to Omar Khan (Compliance Officer) o.khan@360businesslaw.com, and we will try to resolve the problem. You should, however, know that you would have only limited rights to complain about any unregulated Solicitors or unregistered Barrister to anyone else. The Legal Ombudsman, who adjudicates on complaints about poor service by practising Solicitors and Barristers, cannot consider any complaint against unregulated Solicitors or unregistered Barristers. If we cannot resolve your concerns, you can complain to the Bar Council or the Solicitors Regulation Authority, as relevant, and they will investigate whether the unregulated Solicitor or unregistered Barrister has failed to comply with any of the rules which apply to unregulated Solicitors or unregistered Barristers, but it cannot investigate possible breaches of rules which apply only to practising Solicitors or Barristers.
9. TERMINATION AND NOTICE OF THE RIGHT TO CANCEL
9.1. Either Party may terminate this Agreement, without prejudice to its other rights or remedies it may have, immediately following written notice if the other Party:
9.1.1. is in material breach of any of its obligations under this Agreement and either that breach is incapable of remedy, or that other Party has failed to remedy that breach within thirty (30) days after receiving written notice requiring it to do so; or
9.1.2. if the other Party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), becomes insolvent, has a receiver, liquidator, administrator or similar officer appointed, is the subject of insolvency proceedings, ceases to trade, passes a resolution for or is the subject of a winding up or dissolution order (except where any of the above are for the purpose of a solvent amalgamation or reconstruction), or makes any composition or arrangement with creditors; or
9.1.3. has committed an act of bribery directly linked to this Agreement. 9.2. Notwithstanding any provision in Clause 9, this Clause 9.2 shall take precedence, except in cases where the Agreement is terminated due to a material breach by the Company. If any subscription based Services are terminated within the Initial Term or any Renewal Term, you agree to pay the unpaid balance of the relevant annual Fee, as invoiced by the Company, within thirty (30) days of the termination date. This payment obligation shall survive termination of this Agreement for any permitted reason.
9.3. Solely in respect to our provision of Hourly Rate Services:
9.3.1. you may terminate your instructions in writing at any time by writing to the person dealing with your matter, but we will be entitled to keep all your papers and Documents while there is money owing to us for our costs;
9.3.2. we may decide to stop acting for you only with good reason, for example, if you do not pay an Invoice on time; if you provide us with misleading information; or if you act in an abusive or offensive manner. We will give you reasonable notice in any situation where we will be ceasing to act for you; and
9.3.3. if you, or we, decide that we will no longer act for you, we will charge you for the work we have done and, and where appropriate, will charge Fees and disbursements incurred in transferring the matter to another adviser if you so request. Please note that we will not (to the
extent permitted by the applicable rules of professional conduct) release your papers or property to you or any third party until you have paid all outstanding Fees.
9.4. Requesting a Lawyer to undertake work on a private basis and/or separately engaging such Lawyer not under the terms and conditions of this Agreement constitutes a material breach of this Agreement.
9.5. In the event of the termination of this Agreement, for any reason, all licences granted to the Client to use LawLink or our AI Contract Review Service shall immediately terminate, and the Client shall cease all use of LawLink and or AI Contract Review Service forthwith.
10. LIMITATION OF LIABILITY
10.1. All correspondence, communications and materials provided to you in the course of supplying our Advice shall, for all purposes, be deemed to have been provided on behalf of the Company. The Company alone is responsible for providing the Advice and your agreement is solely with the Company. You agree that you shall not bring any claim, whether in contract, tort, negligence, for breach of statutory duty or otherwise, against any director or member of the Company, or against any employee, consultant or agent of the Company (including our Lawyers), or of any entity which owns, controls, or is affiliated with the Company, or any of its directors, members, consultants, employees or agents. Such persons assume no personal liability for the provision of Advice and shall be entitled to rely on the protections and limitations of liability contained in this Agreement.
10.2. Notwithstanding any other provision of this Agreement, nothing shall exclude or limit the liability of either Party for:
10.2.1. death or personal injury caused by its negligence; or
10.2.2. fraud or fraudulent misrepresentation; or
10.2.3. any other act or omission for which liability cannot be limited by law. 10.3. Subject to clause 10.2 and in respect of payment of the Fees by you, neither Party shall be liable to the other Party, whether in contract, tort (including negligence) or otherwise for:
10.3.1. any loss of revenue, profit, goodwill, reputation, anticipated savings, business, contracts, use of money, data (including corruption or destruction of data), costs of procuring substitute services, production or accruals; or
10.3.2. any indirect, special or consequential loss or damage (including the categories of loss listed in 10.3.1, in each case howsoever arising, even if foreseeable, save where such losses are caused by the Company’s gross negligence or wilful misconduct. 10.4. Subject to clause 10.2. either Party’s entire liability in respect of all losses arising out of or in connection with a Party’s performance or non-performance of its obligations under this Agreement:
10.4.1. in respect of any indemnity provided in this Agreement is unlimited;
10.4.2. in respect of damage to property (both real and personal) shall be limited to two hundred-thousand-pound sterling (£200,000) for each event or series of connected events; and
10.4.3. in respect of all other claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Agreement shall in no event in any year exceed one hundred and fifty percent (150%) of the Fees paid or payable in such year.
10.5. We shall not be responsible for:
10.5.1. providing Advice on matters falling outside the scope of our Engagement;
10.5.2. monitoring or notifying you of changes in law (or its interpretation) after the date on which the relevant Advice is provided;
10.5.3. any reliance you may place on outputs from AiLa without appropriate legal review by a qualified Lawyer, which you acknowledge and accept as being provided to assist but not substitute your legal decision-making.
10.6. If performance of our obligations is prevented by an event of Force Majeure, we shall promptly notify you of the circumstances. In such case:
10.6.1. our failure to meet any deadline or complete the Advice shall not constitute a breach of this Agreement;
10.6.2. we shall not otherwise be liable for any such failure to the extent attributable to those circumstances; and
10.6.3. any estimated completion date for the Advice shall be extended accordingly.
11. INTELLECTUAL PROPERTY RIGHTS AND LICENCE GRANT
11.1. All Intellectual Property Rights in and to LawLink (including its integrations, software, features, functionality, documentation, and underlying technology), together with AiLa and all related developments, enhancements, modifications, and derivative works, are and shall remain the exclusive property of the Company or its third-party licensors. Except as expressly set out in this Agreement, no rights, title, or interest in such Intellectual Property are granted or transferred to the Client.
11.2. Subject always to the terms of this Agreement and the Client’s compliance therewith, the Company grants to the Client a limited, revocable, non-exclusive, non-transferable, non-sub-licensable licence to access and use LawLink solely for the Client’s internal business purposes and exclusively in connection with the use of LawLink or AiLa (Permitted Purpose). This licence does not permit the Client (or any third party acting on its behalf) to:
11.2.1. copy, reproduce, adapt, translate, alter, or create derivative works from LawLink or AiLa;
11.2.2. distribute, sell, rent, lease, loan, assign, disclose, publish, or otherwise make LawLink or AiLa available to any third party;
11.2.3. sub-license, transfer, pledge, or otherwise encumber any rights in LawLink or AiLa;
11.2.4. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of LawLink or AiLa; or
11.2.5. use LawLink or AiLa in any manner that infringes, misappropriates, or otherwise violates the Intellectual Property Rights of the Company or its licensors.
11.3. All copyright and other Intellectual Property Rights in and to any Documents, materials, deliverables, know-how, working papers, drafts, advice, opinions, recommendations, reports, and other works or outputs provided to the Client in the course of providing Advice (whether in written, oral, electronic, automated, or any other form) shall vest exclusively in the Company.
11.4. Carve-Out for Client Materials – Notwithstanding clause 18.3, all Intellectual Property Rights in and to any templates, background materials, or other proprietary documents supplied by the Client to the Company for the purpose of obtaining Advice (“Client Background Materials”) shall remain vested in the Client or its licensors. Nothing in this Agreement shall operate to transfer ownership of the Client Background Materials to the Company. Where Advice incorporates or amends such Client Background Materials, ownership of the Client Background Materials shall remain with the Client, and the Company shall retain ownership of its contributions, amendments, and know-how.
11.5. Licence in Favour of Client – Subject to payment in full of all Fees due in accordance with clause 5, the Company grants to the Client a limited, non-exclusive, non-transferable, non-sub-licensable licence to use the Advice (including any documents generated or amended in the course of providing Advice) strictly for the Client’s internal business purposes. The Client shall have no right to disclose, distribute, or make the Advice available to any third party other than as reasonably necessary in the ordinary course of its business and in connection with the matter(s) to which the Advice relates. If payment is not made in full and on time, the Company may, on written notice, revoke this licence, which may be reinstated only upon receipt of all outstanding sums.
11.6. Retention of Advice by the Company – The Company may retain, for its internal records and the development of its professional know-how, copies of any Advice, opinions, or other work product obtained in the course of providing the Services. In doing so, the Company shall take all reasonable steps to anonymise or otherwise conceal information which might reasonably enable the Client to be identified.
11.7. Safeguards and Limitations – For the avoidance of doubt:
11.7.1. nothing in this Agreement obliges the Company to assist the Client or any Affiliate in procuring or transitioning to a replacement service provider;
11.7.2. nothing in this Agreement requires the Company to provide, disclose, license, or otherwise compromise its Intellectual Property Rights, proprietary methodologies, know-how, or Confidential Information; and
11.7.3. all Background Intellectual Property belonging to the Client, its Affiliates, or any third party shall remain vested in them. Nothing in this Agreement shall transfer ownership of such Background Intellectual Property to the Company.
11.8. All copyright and other Intellectual Property Rights in Lawyer work product generated in the course of assignments by the Company shall vest exclusively in the Company, save that the Client is granted a limited right to use such Lawyer work product strictly for its internal business purposes and for the purposes for which it was provided.
11.9. Prohibition on Unauthorised Use – Any use of the Services, the Advice, or any deliverables provided under this Agreement that is not expressly authorised herein is strictly prohibited, unless agreed in advance and in writing by an authorised representative of the Company. Any unauthorised use shall constitute a material breach of this Agreement and an infringement of the Company’s Intellectual Property Rights, entitling the Company to seek immediate injunctive relief, damages, and any other remedies available at law or in equity.
12. STORAGE OF PAPERS AND DOCUMENTS
12.1. We normally keep our file of papers (except for any of your papers that you ask to be returned to you) for no more than seven (7) years, but we reserve the right to destroy a file at any time. We keep the file on the understanding that we have the authority to destroy it seven (7) years after the date of the final Invoice we send you.
12.2. We will not destroy Documents you ask us to deposit in safe custody.
12.3. If you request the return of your file or its transfer to a third party at any time within five (5) years of completion of the service provided to you under this Agreement, in order to ensure our compliance with the money laundering legislation, we will make and retain a copy of your file. Upon such a request, we may charge for time spent retrieving or delivering papers and Documents and for any reading, copying, correspondence or other work necessary to comply with your request.
13. DATA PROTECTION AND ELECTRONIC COMMUNICATION
13.1. The Company and its third-party licensors comply with the requirements of the Data Protection Act 2018 (and any subsequent amendments). A copy of our Data Protection Addendum is available on a link off the Enterprise Order.
13.2. All data processed through LawLink, AiLa are securely stored at either Amazon Web Services (AWS) or Microsoft Azur data centres in the UK, or such other platform as notified from time to time, ensuring robust and reliable protection. The Company does not retain or utilise Client data for the training or development of Acceptable Large Language Models (LLMs) or for any purpose beyond the agreed services. To maintain the highest standards of information security, the Company and/or its third-party licensors conducts annual ISO-compliant audits, with results available to Clients upon request.
13.3. You have the right to access information we hold about you. In the first instance, please contact the Lawyer dealing with your case if you wish to make a data access request, if you would like to update or amend the information, we hold about you or if you have any other queries about our data protection policy.
13.4. We may conduct some or all of our communication by email. However, email is not fully secure, it may be intercepted by third parties, and it may not always reach its intended recipient. Where necessary, you should follow up all important communications with a phone call or printed copy by post. If you do not wish us to use email, please let us know. We shall not be held liable for any loss, damage, or inconvenience arising from the interception or unauthorised access of communications transmitted to or from us, except where such interception or unauthorised access is caused by our neglig
ence.
are free from viruses and any other materials that may cause harm to any computer system. You undertake to act likewise with any email you send to us. We may monitor emails to investigate unauthorised use of our email system, or for any other purpose permitted by law. As a result, we may collect personal information about the senders and/or recipients and content from any email.
13.6. We may use the personal information that you provide to us, or which we obtain through our dealings with you, for the provision of our services to you and for administration, billing and record keeping purposes.
14. TAX ADVICE
14.1. Unless you specifically instruct us to advise on tax planning, the Advice we give will not include any consideration of, or advice concerning, the taxation implications or consequences of any course, or alternative course, of action and we will not be liable for any loss or disadvantage that may arise from the tax consequences of any matter.
14.2. If you do specifically instruct us to advise on tax planning, we will provide you with a separate estimate. We may be required by law to notify HM Revenue & Customs with details of any tax planning you receive, even though we have not ourselves provided you with the tax planning advice.
15. EQUAL TREATMENT
We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. In accordance with the Equality Act 2010 (and any subsequent amendments) we will not discriminate in the manner.
16. RIGHTS OF THIRD PARTIES
Nothing in this Agreement confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999 (and any subsequent amendments) and we shall not be liable to any third party for any advice or service we provide to you unless otherwise agreed in writing by a director of the Company. We may vary this Agreement without the consent of any third party.
17. SEVERABILITY
If any part of this Agreement is held to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but the remaining terms will continue in force and effect.
18. NON-WAIVER
Any failure by the Company to insist upon strict performance of any provision of this Agreement, or any failure or delay by the Company to exercise any rights or remedies whether under this Agreement and/or at law or otherwise, shall not be deemed a waiver of any right of the Company to insist upon the strict performance of this Agreement or of any of its rights or remedies as to any default under this Agreement.
19. RELATIONSHIP OF PARTIES
Nothing in this Agreement is intended to create a partnership, joint venture or legal relationship of any kind between the Parties that would impose liability upon one Party for the acts or omissions of the other Party, or to authorise either Party to act as agent for the other.
20. CONFIRMATION OF INSTRUCTIONS AND ELECTRONIC SIGNATURE
Both Parties agree that the Enterprise Order may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, the electronic signature shall be deemed to constitute evidence of the agreement of both Parties to the terms and conditions of this Agreement. Each Party agrees that it will not challenge the validity or enforceability of this Agreement or any related documents on the grounds that they were electronically signed or electronically delivered, nor will such party argue that an electronic signature or delivery is not equivalent to a written and manually signed version for purposes of enforceability. Both Parties affirm that they are fully aware of The Electronic Communications Act 2000 and the eIDAS Regulation (EU) 910/2014 (as given effect in the UK), which provide for the legal recognition
of electronic signatures. By electronically signing this Agreement, each party expressly consents to be legally bound by its terms and conditions as if it were manually signed in ink. This clause is designed to make clear the Parties’ intention to be bound by an electronic signature, and it references the relevant UK legislation.
21. NOTICES AND COMMUNICATIONS
21.1. Notices under this Agreement will be in writing and sent to a Party’s registered office or trading location as set out on the first page of this Agreement (or to the email address set out below). Notices may be given, and will be deemed received:
21.1.1. by first-class post: two (2) Working Days after posting;
21.1.2. by airmail: seven (7) Business Days after posting;
21.1.3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
21.2. The Parties agree that this clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21.3. A Party may change its address for service by giving at least 10 days’ written notice of the change to the other Party, in accordance with the provisions of this clause.
22. GOVERNING LAW, JURISDICTION AND COSTS
22.1. This Agreement and any dispute between us shall be governed by, and construed in accordance with, the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
22.2. The prevailing Party in any action to enforce this Agreement will be entitled to recover its reasonable legal fees and costs in connection with such action.
23. LANGUAGE
23.1. This Agreement has been drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail to the extent of any inconsistency.
23.2. Each document, notice, waiver, variation and written communication whether in hard copy or electronic form made or delivered by one Party to another pursuant to this Agreement shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof.
23.3. The language to be used in any mediation or arbitration shall be English.
24. PUBLICITY
You agree to the issuance of a press release generally describing the Parties’ relationship. Each Party has the right to approve the press release in advance. Approval will not be unreasonably delayed or withheld. You agree that the Company may disclose you as a client of the Company on its Website and you further agree to act as a reference customer of the Company from time to time.
25. ASSIGNMENT
This Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to: (i) a parent or subsidiary, (ii) an acquirer of assets, (iii) a successor by merger, or (iv) any purchaser of the Company or its controlling interest. Any purported assignment in violation of this section shall be void.
26. ANTI-BRIBERY
26.1. For the purpose of this clause 26, the meaning of adequate procedures and foreign public official shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
26.2. Both Parties:
26.2.1. shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
26.2.2. shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
26.2.3. shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010;
26.2.4. shall promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and
26.2.5. warrant that they have no foreign public officials as officers, employees or direct or indirect owners at the Commencement Date of this Agreement and agree to immediately notify the other Party if during the validity of this Agreement a foreign public official becomes an officer or employee or acquires a direct or indirect interest.
26.3. Either Party shall, upon the reasonable written request of the other Party provide such supporting evidence of compliance with this clause 26 as may be reasonably required.
27. NON-SOLICITATION
27.1. For the Term of the Agreement and for a period of twelve (12) months thereafter, without the prior written consent of the other Party, neither Party shall (directly or indirectly) solicit or entice away (or seek or attempt to entice away) any person(s) who was employed or contracted by a Party (or any person(s) who have been so employed or contracted in the preceding twelve (12) months by that other Party or its third party contractors). For the avoidance of doubt, this clause shall not apply to unsolicited responses by employees or contractors to general recruitment advertising.
27.2. If either Party breaches clause 27, it shall (within thirty (30) days of the breach) pay to the other Party, by way of liquidated damages, an amount equivalent to six (6) months’ gross salary or other earnings of such employee or consultant as at their date of termination of their employment or consultancy contract. Each Party acknowledges that this is a reasonable assessment of the likely loss to the other Party of losing and/or replacing the services of such employee or consultant.
28. Entire Agreement and Execution
28.1. This Agreement shall take effect on the Commencement Date. By signing the Enterprise Order, the duly authorised representatives of the Parties confirm that they have read, understood, and accepted:
· the terms and conditions of this Agreement; · the relevant Schedule(s), including (without limitation) Schedule 1 – Legal Services – Specific Conditions and Schedule 2 – AI Contract Review Service – Special Conditions; Schedule 3 – Global Rates; and · the policies incorporated by reference, including the Acceptable Use Policy, the GDPR Data Protection Addendum, and the Expenses Policy.
28.2. This Agreement, together with the Schedules and incorporated policies, constitutes the entire agreement between the Parties in relation to its subject matter. It supersedes and extinguishes all prior discussions, negotiations, representations, undertakings, and agreements (whether written or oral) between the Parties relating to the same subject matter.
28.3. The Parties expressly agree that the terms of this Agreement shall prevail over any inconsistent or conflicting provisions contained in any other document exchanged between them. If any provision of this Agreement is determined by a court or tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall, to the extent required, be deemed deleted and replaced with a provision which most closely reflects the purpose and intent of the original, and the remaining provisions of this Agreement shall continue in full force and effect.
28.4. No variation of this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
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