1. About you

Where we say ‘you’ or ‘you’re’ in these Terms of Business, we mean the client identified in the Engagement
Letter and anyone authorised to give instructions on that client’s behalf.

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2. About us

2.1. When we say ‘we’, ‘us’ or ‘our’ in these Terms of Business, we mean SuLe Law Ltd.

2.2. You can find details of the postal address, telephone number and email address on our website at
www.sule.io.

2.3. For the avoidance of any doubt, we are a legal consultancy firm and we are not a regulated law firm. For this reason, we do not undertake any work that is prescribed to be reserved legal activities under the Legal Services Act 2007. If we believe that your work is likely to fall under the category of reserved legal activity then we could either introduce you to a regulated firm of solicitors or ask you to find a regulated firm of solicitors of your choice.

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3. Our contract with you

3.1. These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document—please read and keep it in a safe place for future reference.

3.2. Each time you instruct us on a new matter we will send you a letter confirming your instructions and
setting out the scope of the work we will carry out for you, our fees and individual contact details
(“Engagement”). At times, your invoice may fulfil the same purpose. This is called the Engagement
Letter. These Terms of Business should be read together with the Engagement Letter—together they form
the contract between us.

3.3. These Terms of Business shall be read together with the additional terms, which also apply to your use of our services, in the following order of precedence in the event of and to the extent necessary to resolve any conflict:

3.3.1. Engagement Letter;
3.3.2. Terms of Business;
3.3.3. Privacy and Cookie Policy.

3.4. Your continuing instructions in this matter will amount to your acceptance of these Terms of Business.
Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.

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4. Service standards

4.1. The scope of the services we will provide is set out in the Engagement Letter.

4.2. Due to our flexible work arrangements, you may receive responses to your inquiries outside of typical
business hours (9am - 5pm UK time).

4.3. We will provide the services to you with reasonable care and skill. However, the nature of the work may mean that it is not possible to guarantee a particular outcome.

4.4. We shall use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time for performance shall not be of the essence of this agreement.

4.5. Unless otherwise agreed in writing, our advice and any documents we prepare:

4.5.1. are for use only in connection with the specific matter on which we are instructed, can only be
relied on by you; and
4.5.2. reflect the law in force at the relevant time.

4.6. We will not advise on surveying, valuation, commercial viability, trading or marketability issues. 

4.7. For each service, its work product, milestone or similar, you shall have five business days to accept or
decline it. Unless otherwise agreed, the acceptance shall be deemed after that period ends.

4.8. We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service we have provided you should inform us immediately so we can do our best to resolve the problem. In the first instance it may be helpful to contact the person who is working on your case to discuss your concerns and we will do our best to resolve any issues. If you would like to make a formal complaint, you can follow our complaints procedure which is available on request. 
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5. Your responsibilities

5.1. You shall:

5.1.1. Comply with laws and regulations applicable to you and obtain and maintain all necessary licences
and consents and comply with all relevant legislation as required to enable us to provide the
services; 
5.1.2. Comply with your obligations under the Bribery Act 2010;
5.1.3. Let us know if your details change or about any other changes that may affect the way we deal with
you, including any changes that may affect your tax status in any jurisdiction; 
5.1.4. Provide all access, information  and documents when we ask for them and respond promptly when
we ask for instructions or information;
5.1.5. Provide us, our agents, subcontractors, consultants, and employees, in a timely manner and at no
charge all necessary information, facilities and support reasonably required for the performance of
our obligations under this agreement;
5.1.6. Notify us immediately if you receive any email or other communication purporting to be from us
stating that we have changed our bank details or payment arrangements.

5.2. You authorise us to approach such third parties as may be appropriate for information that we consider necessary to provide the Services.

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6. Our liability to you

6.1. Your contract is solely with the SuLe Law Ltd, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, member, director, officer, employee, agent or consultant of any SuLe group entity, will have any personal legal liability for any loss or claim. 

6.2. We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.

6.3. Our maximum liability to you (or any other party we have agreed may rely on our services) in relation to any single or group of connected instructions under or in connection with the engagement (whether in
contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or
otherwise), shall be limited to the lower of (a) £5,000; or (b) 100% of the total charges for the services paid
by you to us in respect of the services in the 12-month period before the liability arises.

6.4. If you are a consumer, and subject to the limits set out in clause 6.3 at all times, if we breach these terms or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time the contract was made, it was either clear that such loss or damage would occur to you and we both knew that it might reasonably occur as a result of something we did (or failed to do). We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage.

6.5. Unless explicitly agreed otherwise, in writing:
6.5.1. we do not owe, nor do we accept, any duty to any person other than you; and
6.5.2. we do not accept any liability or responsibility for any consequences arising from reliance on our
advice by any person other than you.

6.6. We will not be liable for:
6.6.1. losses that were not foreseeable to you and us when this contract was formed;
6.6.2. indirect or consequential losses; losses not caused by any breach of contract or tort on the part of
the firm; loss of revenue; loss of profit; loss of or corruption to data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to
reputation or loss of goodwill;
6.6.3. losses not caused by any breach on the part of the firm; and
6.6.4. business losses, including losses sustained by any individual not acting for purposes of their trade,
business, craft or profession.

6.7. Nothing in these Terms of Business shall exclude or restrict our liability in respect of:
6.7.1. death or personal injury caused by our negligence;
6.7.2. fraud or fraudulent misrepresentation;
6.7.3. any losses caused by wilful misconduct or dishonesty;
6.7.4. any other losses which cannot be excluded or limited by applicable law.

6.8. ​​If the performance of our obligations under this agreement is prevented or delayed by any act or omission on your part, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

6.9. If you ask us to obtain advice from another firm, that firm will be responsible for the service and advice they provide.

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7. Our charges and billing

7.1. You are liable to pay charges as set out in the Engagement Letter, which also states the arrangements for billing. 

7.2. Our invoices become due for payment within 14 days, but always in advance of commencing the work,
unless otherwise stated in the Engagement Letter, and in the currency in which they are submitted.

7.3. You shall reimburse us for any approved, reasonable and demonstrable expenses incurred in the course of providing the services.

7.4. We reserve the right to claim compensation for late payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. 

7.5. All sums payable under this agreement by you to us shall be deemed to be exclusive of VAT.

7.6. We may cease acting for you if any invoice remains unpaid after 30 days or if our reasonable request for a payment on account of costs is not met.

7.7. We may increase our charges on an annual basis by the current rate of CPI (Consumer Price Index);
however, if at our discretion we increase our charges by more than the rate of CPI, we will provide at least
three months' written notice.

7.8. Where the payment method is via Direct Debit, we will take place automatically on an agreed date, and we will endeavour to include an invoice for each collection. Cancellation of the Direct Debit payments will not result in the termination of this agreement, which may only be terminated pursuant to its terms. We reserve the right to issue an invoice for the immediate payment by you for the remainder of its charges in the event that the cancelled Direct Debit is not reinstated within five (5) business days. This clause constitutes advance notice of payments to be collected by Direct Debit and confirmation of the Direct Debit Scheme Guarantee (as set out in the Direct Debit Instruction Form).

7.9. To comply with anti-money laundering, counter-terrorist financing and counter-proliferation financing
requirements, we may ask you for proof of your identity and we may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners. If you or they do not provide us with the required information promptly, your matter
may be delayed.

7.10. Subject to clause 6 (‘Our liability to you’), we shall not be liable for any loss arising from or connected
with our compliance with any statutory obligation, or reasonable belief we may have, to report matters to
the relevant authorities under the provisions of the money laundering, terrorist financing and/or proliferation financing legislation.

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8. Intellectual Property

8.1. In relation to any output of the services we provide to you (“Deliverables”):
8.1.1. we and our licensors shall retain ownership of all Intellectual Property Rights (as defined below) in
the Deliverables, excluding all documents, information, items and materials in any form, whether
owned by you or a third party, which you provide to us in connection with the services (“Customer Materials”);
8.1.2. we grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive,
royalty-free licence during the term of this agreement to copy and modify the Deliverables for the
purpose of receiving and using the services and the Deliverables in your business; and
8.1.3. you shall not sub-license, assign or otherwise transfer the rights granted in this clause.
8.2. In relation to the Customer Materials, you and your licensors shall retain ownership of all Intellectual
Property Rights in the Customer Materials, and you grant us a fully paid-up, non-exclusive, royalty-free
licence to copy and modify the Customer Materials for the term of this agreement for the purpose of
providing the services or for any of our marketing materials.
8.3. For the purpose of this clause, “Intellectual Property Rights” mean patents, rights to inventions,
copyright and neighbouring and related rights, moral rights, trademarks, goodwill and the right to sue for
passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to
use, and protect the confidentiality of, confidential information (including know-how and trade secrets)
and all other intellectual property rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist
now or in the future in any part of the world.

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9. Confidentiality

9.1. We will keep your information confidential, unless:
9.1.1. you consent to the disclosure of that information;
9.1.2. disclosure of the information is required or permitted by law or regulatory requirements that apply
to us; or
9.1.3. these Terms of Business state otherwise.

9.2. Examples of organisations we may be required to disclose your information to include:
9.2.1. the National Crime Agency;
9.2.2. domestic and international tax authorities;
9.2.3. any regulatory authorities.

9.3. Unless you instruct us otherwise, Hub messages or email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information
or documents sent by email. If you do not wish us to communicate information by email, please let us
know.

9.4. External organisations such as the Information Commissioner’s Office or Lexcel may conduct audit or
quality checks on our practice from time to time. They may wish to audit or quality check your file and
related papers for this purpose. We will require that these external organisations maintain confidentiality
in relation to any files and papers which are audited or quality checked.

9.5. Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. 

9.6. You shall not, without our prior written consent, at any time from the date of this agreement to the expiry of 36 months after the termination or expiry of this agreement, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor in the provision of the services. Any consent given by us under this clause shall be subject to you paying us a sum equivalent to 30% of the then-current annual remuneration of the employee, consultant or subcontractor.

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10. Data protection

10.1. We use your personal data primarily to provide legal services to you, but also for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you.

10.2. Our use of your personal data is subject to the terms set out in the Appendix, your instructions, the UK General Data Protection Regulation (UK GDPR), other relevant UK legislation and our professional duty
of confidentiality.

10.3. We take your privacy very seriously. Our privacy policy contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. 

10.4. We may record telephone calls and monitor emails for training, regulatory and compliance purposes.

10.5. We use third party service providers (including ‘cloud’ service providers) to help us deliver efficient, cost-effective legal services. This may include document/information hosting, sharing, transfer, analysis,
processing or storage. We ensure all third-party service providers operate under service agreements that
are consistent with our legal and professional obligations, including in relation to confidentiality, privacy
and data protection. If you instruct us to use an alternative provider for storing, sharing or exchanging
documents/information, we are not responsible for the security of the data or the provider’s security
standards.

10.6. We may use your personal data to send you updates (by email, text, telephone or post) about legal
developments that might be of interest to you and/or information about our services, including exclusive
offers, promotions or new services or products. You have the right to opt out of receiving promotional
communications at any time, by using the ‘unsubscribe’ link in emails.

10.7. You agree that we may describe the Engagement in any form of media including but not limited to our marketing materials. You shall ensure that any announcements and documents published or statements made by you or on your behalf that includes our details or the Engagement, will only be published after consultation with us and shall at all times be true, accurate and not misleading.
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11. Terminating your instructions

11.1. Please see your Engagement Letter for the details, but unless stated otherwise, these provisions will
determine the duration of our engagement:
11.1.1. Fixed Fee. Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall terminate on the delivery of the last Deliverable set out in the
Engagement Letter.
11.1.2. Retainer. Our engagement shall commence on the date all the parties have signed the
Engagement Letter and shall continue for a period of 12 months (“Initial Period”) and shall
continue on an annual basis after that (“Renewal Period”). Either Party may terminate this
Agreement for convenience by giving not less than 90 days prior written notice to the other Party,
such notice to be effective only on the final day of the Initial Period or each Renewal Period. 
11.1.3. Hourly basis. Our engagement shall commence on the date all the parties have signed the
Engagement Letter and shall continue for as long as we continue to receive instructions from you.
Either Party may terminate this Agreement for convenience by giving not less than 30 days prior
written notice to the other Party.

11.2. We will only decide to stop acting for you when there is a good reason such as if you fail to comply with the terms of our agreement, act in a dishonest, fraudulent or offensive manner or if you provide us with misleading information. We will give you reasonable notice before we stop acting for you.

11.3. If you or we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on the basis set out in the Engagement Letter.

11.4. We are not responsible for reminding you about important dates and/or any deadlines after our
appointment has been terminated.

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12. General

12.1. Set off. All amounts due under this agreement shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law).

12.2. Waiver. A waiver of any right or remedy under this agreement or by law is only effective if given in
writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party
to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of
that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other
right or remedy. 

12.3. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.4. Assignment and other dealings. This agreement is personal to you. You shall not assign, transfer,
mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its
rights and obligations under this agreement. We may at any time assign, mortgage, charge, declare a trust
over or deal in any other manner with any or all of its rights under this agreement.

12.5. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).

12.6. Third-party rights. Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

12.7. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or
warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees
that it shall have no claim for innocent or negligent misrepresentation based on any statement in this
agreement.

12.8. No partnership or agency. Nothing in this agreement is intended to or shall be deemed to, establish
any partnership or joint venture between any of the parties, constitute any party the agent of another
party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.9. Notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing. It shall be delivered by hand or by pre-paid registered and tracked post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

12.10. Any notice or communication shall be deemed to have been received:
12.10.1. if delivered by hand, at the time the notice is left at the proper address;
12.10.2. if sent by post next working day delivery service, at 9.00 am on the second Business Day after
posting.

This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed by and
construed in accordance with the law of England and Wales.

14. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or
in connection with this agreement or its subject matter or formation.
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If you are a consumer, we agree that the courts of England and Wales will have exclusive jurisdiction,
except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland.
If you are a resident of Scotland, you may also bring proceedings in Scotland.

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Last edit October 2024