1. About you
Where we say “you” or “your” in these Terms of Engagement, we mean the client (whether a company, another entity, or an individual) identified in the Fee Proposal and anyone authorised to give instructions on that client’s behalf.
2. About us
2.1When we say “we”, “us” or “our” in these Terms of Engagement, we mean Sule Hub Limited.
2.2You can find details of the postal address, telephone number and email address on our website at www.sule.io.
2.3We are a legal consultancy. We are not a law firm and are not regulated by the Solicitors Regulation Authority (SRA) or any other legal services regulator. This means in particular that:
2.3.1we do not undertake any work that is a reserved legal activity under the Legal Services Act 2007 (such as conducting litigation, conveyancing, probate, notarising or administering oaths). If your matter is likely to fall within reserved legal activities, we will either introduce you to a regulated firm of solicitors or ask you to find one of your choice;
2.3.2you do not have access to the SRA, the Legal Ombudsman or the Solicitors’ Compensation Fund in respect of our Services, and the other regulatory protections that apply when you instruct an SRA-regulated firm do not apply to us;
2.3.3we are not subject to the SRA Minimum Terms and Conditions of Professional Indemnity Insurance, although we maintain our own professional indemnity insurance (see clause 13); and
2.3.4our Services may not be not covered by legal professional privilege. Communications between you and us could, in principle, be required to be disclosed in court or regulatory proceedings.
2.4We may engage qualified lawyers and other consultants to perform some or all of the Services. Any such consultant acts on our behalf for the purpose of providing the Services. Your contract remains with Sule Hub Limited, and we are responsible to you for the acts and omissions of our consultants in the performance of the Services, subject to clause 7 (Our liability to you).
2.5Some members of our team may be solicitors who are individually authorised and regulated by the Solicitors Regulation Authority. Any such authorisation applies only to that individual in their personal capacity. It does not apply to Sule Hub Limited as a company, to the Platform, to the Services, or to any work carried out by members of our team who are not so regulated.
3. Our contract with you
3.1Each engagement between you and us is formed when you accept a fixed-fee quote presented to you through our Platform (a “Fee Proposal”). The Fee Proposal sets out the scope of the work, the fixed fee payable, and any other specific terms applicable to that engagement (the “Engagement”).
3.2These Terms of Engagement, together with the accepted Fee Proposal and our published pricing schedule (as updated from time to time), form the contract between you and us. In the event of conflict, the order of precedence (highest first) is:
3.2.2these Terms of Engagement; and
3.2.3our Privacy Policy and Cookie Policy.
3.3These Terms of Engagement apply to all Engagements between you and us. Once accepted in respect of one Engagement, they apply automatically to all future Engagements unless replaced in writing.
3.4If you accept these Terms of Engagement on behalf of a company or other entity, you warrant that you have authority to bind that entity. The terms “you” and “your” then refer to that entity.
3.5By accepting these Terms of Engagement, you confirm that you intend to use the Services in the course of your business, trade, craft or profession, and that you are a “trader” and not a “consumer” under UK consumer law. Where you accept these Terms of Engagement on behalf of a company or other entity, that entity (and not you personally) is our customer. If you have not yet incorporated a company at the time of accepting these Terms of Engagement, you will be treated as a trader, and once your company is incorporated, any further instructions you give us will be on behalf of that company.
4. Service standards
4.1The scope of the services we will provide is the scope set out in the accepted Fee Proposal (the “Services”).
4.2We will provide the Services with reasonable care and skill. We cannot, however, guarantee any particular outcome.
4.3We will use reasonable endeavours to meet any timelines indicated in the Fee Proposal, but those timelines are estimates only and time is not of the essence.
4.4Due to our flexible working arrangements, you may receive responses to enquiries outside of typical business hours (9am – 5pm UK time).
4.5Unless otherwise agreed in writing, our advice and any documents we prepare:
4.5.1are for use only in connection with the specific Engagement on which we are instructed, and may be relied on only by you; and
4.5.2reflect the law in force at the relevant time.
4.6For each deliverable, milestone or comparable output, you have five Business Days from delivery to accept or decline it. Unless otherwise agreed, the deliverable is deemed accepted at the end of that period.
4.7If at any point you are unhappy with the service we have provided, please contact the person handling your matter in the first instance. If that does not resolve matters, you can make a formal complaint under our complaints procedure (clause 14).
5. Scope of advice
5.1We provide legal consultancy services only on the matters set out in the relevant Fee Proposal. We do not provide:
5.1.1tax advice — we will not advise on the tax consequences of any transaction, document or arrangement, or on tax compliance, returns or reliefs. You should obtain advice from a qualified tax adviser;
5.1.2accounting advice — we will not advise on the accounting treatment of any matter, on accounting standards, or on the preparation or audit of financial statements. You should obtain advice from a qualified accountant;
5.1.3surveying, valuation, commercial viability, trading or marketability advice;
5.1.4financial, investment or insurance advice; or
5.1.5legal advice on the law of any jurisdiction other than England and Wales, save where expressly agreed in the Fee Proposal.
5.2If your matter requires advice in any area set out in clause 5.1, we may suggest a suitable provider, but we are not responsible for the work of any such provider and you contract with them separately.
5.3We are not responsible for any failure to advise or comment on matters falling outside the scope of the relevant Fee Proposal.
6. Your responsibilities
6.1.1comply with all laws and regulations applicable to you and obtain and maintain all necessary licences and consents required to enable us to provide the Services;
6.1.2comply with your obligations under the Bribery Act 2010;
6.1.3let us know if your details change or if there are any other changes that may affect the way we deal with you, including any changes that may affect your tax status in any jurisdiction;
6.1.4provide all access, information and documents when we ask for them, and respond promptly when we ask for instructions or information;
6.1.5provide us and our consultants, in a timely manner and at no charge, all necessary information, facilities and support reasonably required for the performance of our obligations under the Engagement; and
6.1.6notify 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.
6.2You authorise us to approach such third parties as may be appropriate for information that we consider necessary to provide the Services.
6.3You warrant that you are at least 18 years of age and (where you are entering into an Engagement on behalf of a company or other entity) that you have authority to do so.
7. Our liability to you
7.1Your contract is solely with Sule Hub Limited, which has sole legal liability for the Services and for any act or omission in the course of providing them. No representative, director, officer, employee, agent or consultant of any Sule group entity will have any personal legal liability to you for any loss or claim, and you agree to bring any claim in connection with the Services only against Sule Hub Limited.
7.2Subject to clauses 7.3 and 7.4, our maximum aggregate liability to you (or any other party we have agreed may rely on the Services) in relation to any Engagement, or any group of connected Engagements (whether in contract, tort (including negligence), restitution, breach of statutory duty, misrepresentation or otherwise), shall not exceed 100% of the total fees paid by you to us under the relevant Engagement(s) in the 12-month period immediately preceding the act or omission giving rise to the claim.
7.3Subject always to clause 7.4, in no event shall we be liable for any of the following losses, whether direct or indirect, and whether or not such losses were foreseeable at the time the Engagement was formed:
7.3.1any indirect, consequential, special or punitive loss;
7.3.4loss of, or corruption of, data;
7.3.7loss of opportunity;
7.3.8loss of savings, discount or rebate (whether actual or anticipated);
7.3.9harm to reputation or loss of goodwill; or
7.3.10wasted management or staff time.
7.4Nothing in these Terms of Engagement excludes or restricts our liability in respect of:
7.4.1death or personal injury caused by our negligence;
7.4.2fraud or fraudulent misrepresentation;
7.4.3wilful misconduct or dishonesty; or
7.4.4any other liability that cannot be excluded or limited by applicable law.
7.5You acknowledge that the fees payable for the Services reflect the allocation of risk in these Terms of Engagement, and that we would not enter into the Engagement on any other basis.
7.6If the performance of our obligations is prevented or delayed by any act or omission on your part, or on the part of your agents, subcontractors, consultants or employees, we are not liable for any costs, charges or losses you sustain or incur arising directly or indirectly from that prevention or delay.
7.7If you ask us to obtain advice from another firm, that firm will be responsible for the service and advice it provides.
7.8Subject to clause 7 (Our liability to you), we are not liable for any loss arising from or connected with our compliance with any statutory obligation, or any reasonable belief we hold, to report matters to the relevant authorities under money laundering, terrorist financing or proliferation financing legislation.
8. Our charges and billing
8.1Our fees for each Engagement are:
8.1.1the fixed fee set out in the Fee Proposal, calculated by reference to our published pricing schedule on the Platform; or
8.1.2as otherwise agreed in writing in the Fee Proposal.
8.2Where you hold an active paid subscription to the SuLe Platform, the discounts set out in our published pricing schedule for your subscription tier apply to your Fee Proposal, provided your subscription is in good standing at the time of acceptance.
8.3Fees are payable in full in advance of commencement of the Services. We will not commence the Services until cleared funds have been received.
8.4Fees are exclusive of VAT, which is charged at the rate in force on the tax point.
8.5You shall reimburse us for any approved, reasonable and demonstrable expenses incurred in the course of providing the Services where set out in the Fee Proposal.
8.6If any post-engagement charges (for example, additional work agreed in writing after the original Fee Proposal) remain unpaid after the due date, we reserve the right to:
8.6.1charge interest under the Late Payment of Commercial Debts (Interest) Act 1998;
8.6.2suspend the provision of any related Services until payment is received; and
8.6.3cease acting on the relevant Engagement.
8.7To comply with anti-money laundering, counter-terrorist financing and counter-proliferation financing requirements, we may ask you for proof of identity and may conduct searches or enquiries for this purpose. We may also need to identify and verify the identity of other persons such as directors or beneficial owners. If the required information is not provided promptly, your matter may be delayed.
9. Intellectual Property
9.1In relation to any output of the Services we provide to you (the “Deliverables”):
9.1.1we and our licensors retain ownership of all Intellectual Property Rights (as defined below) in the Deliverables, excluding any documents, information, items and materials in any form (whether owned by you or a third party) that you provide to us in connection with the Services (“Customer Materials”);
9.1.2we 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 the Engagement to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in your business; and
9.1.3you shall not sub-license, assign or otherwise transfer the rights granted in this clause.
9.2In relation to the Customer Materials, you and your licensors retain ownership of all Intellectual Property Rights, and you grant us a fully paid-up, non-exclusive, royalty-free licence to copy and modify the Customer Materials for the term of the Engagement for the purpose of providing the Services or for any of our marketing materials.
9.3For the purpose of this clause, “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, 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, renewals and extensions of, and rights to claim priority from, such rights, in any part of the world.
10. Confidentiality
10.1We will keep your information confidential, unless:
10.1.1you consent to the disclosure of that information;
10.1.2disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
10.1.3these Terms of Engagement state otherwise.
10.2Examples of organisations we may be required to disclose your information to include:
10.2.1the National Crime Agency;
10.2.2domestic and international tax authorities; and
10.2.3any regulatory authorities.
10.3Unless you instruct us otherwise, Platform 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.
10.4External organisations 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 any such organisation maintain confidentiality in relation to any files and papers reviewed.
10.5Your 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.
10.6You shall not, without our prior written consent, at any time from the date of an Engagement to the expiry of 36 months after the termination or expiry of that Engagement, 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 is subject to your paying us a sum equivalent to 30% of the then-current annual remuneration of the employee, consultant or subcontractor.
11. Data protection
11.1We use your personal data primarily to provide the Services to you, but also for related purposes such as administration, billing, record-keeping and informing you of our services and events that we think may be of interest to you.
11.2Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (UK GDPR), other relevant UK legislation, and our duty of confidentiality.
11.3We take your privacy seriously. Our Privacy Policy contains important information on how and why we collect, process and store your personal data, and explains your rights in relation to your personal data.
11.4We may record telephone calls and monitor emails for training, regulatory and compliance purposes.
11.5We use third-party service providers (including cloud service providers) to help us deliver efficient, cost-effective services. This may include document or information hosting, sharing, transfer, analysis, processing or storage. We ensure that all such 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 or information, we are not responsible for the security of the data or that provider’s security standards.
11.6We 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 about our services, including exclusive offers, promotions or new services. You may opt out of receiving promotional communications at any time, using the unsubscribe link in our emails.
11.7You agree that we may describe the Engagement in any form of media, including in our marketing materials. You shall ensure that any announcement or document published, or statement made, by you or on your behalf that includes our details or the Engagement, is published only after consultation with us, and is at all times true, accurate and not misleading.
12. Use of artificial intelligence
12.1We may use third-party artificial intelligence (“AI”) tools to support the delivery of the Services, including to review, summarise and draft documents and to assist with research.
12.2Where AI tools are used in connection with information you provide to us, we use only enterprise-grade tools approved under our internal AI Use Policy, under written contracts which prohibit the provider from using your information to train its models and require that your information is not retained by the provider.
12.3AI output is reviewed by an appropriately qualified member of our team before it forms part of any Deliverable, and we remain fully responsible for the Services regardless of the tools used in their delivery.
12.4By accepting these Terms of Engagement, you consent to our use of AI tools as described in this clause 12. If a written agreement between you and us expressly restricts the use of AI tools or the disclosure of your information to third-party service providers, that agreement prevails to the extent of the restriction.
13. Insurance
We maintain professional indemnity insurance in respect of the Services. We are not required to take out compulsory professional indemnity insurance under SRA rules and we are not subject to the SRA Minimum Terms and Conditions of Professional Indemnity Insurance. Details of our current cover are available on request.
14. Complaints
14.1We want you to have a positive experience with us. If you are dissatisfied with our Services, please raise the issue with the person handling your matter in the first instance.
14.2If your concern is not resolved, you may make a formal complaint by email to complaints@sule.io, with the subject line “Complaint” and details of the matter (including dates and the names of any team members involved).
14.3We will acknowledge your complaint within two Business Days of receipt, and a senior team member will respond with our position (or a request for further information) within ten Business Days.
14.4We are not a regulated law firm and you do not have a right to refer your complaint to the Legal Ombudsman or the SRA in respect of our Services.
15. Termination
15.1Each Engagement commences on the date you accept the Fee Proposal and terminates on delivery of the last Deliverable set out in that Fee Proposal, unless terminated earlier in accordance with these Terms of Engagement.
15.2We may decide to stop acting on an Engagement for good reason, such as if you fail to comply with the terms of our agreement, act in a dishonest, fraudulent or offensive manner, provide us with misleading information, or fail to pay our fees. We will give you reasonable notice before stopping work.
15.3Where we cease acting before the Deliverables are complete, we will charge you for the work we have done, and subject to clause 7 (Our liability to you) we are not liable for any consequences of our cessation of work.
15.4We are not responsible for reminding you about important dates or deadlines after the Engagement has ended.
16. General
16.1Set 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 required by law).
16.2Waiver. A waiver of any right or remedy under these Terms of Engagement is effective only if given in writing and is not deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy does not constitute a waiver of that or any other right or remedy.
16.3Severance. If any provision (or part-provision) of these Terms of Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that does not affect the validity and enforceability of the rest. If a provision is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original.
16.4Assignment. These Terms of Engagement are 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 your rights or obligations. We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any of our rights under these Terms of Engagement.
16.5Variation. No variation of these Terms of Engagement is effective unless in writing and signed by the parties (or their authorised representatives).
16.6Third-party rights. Unless expressly stated otherwise, these Terms of Engagement do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
16.7Entire agreement. These Terms of Engagement, together with the accepted Fee Proposal, the published pricing schedule, and our Privacy Policy and Cookie Policy, constitute the entire agreement between the parties in relation to the Engagement and supersede all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral. Each party agrees it has no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Engagement, except in the case of fraud or fraudulent misrepresentation.
16.8No partnership or agency. Nothing in these Terms of Engagement establishes any partnership or joint venture between the parties, constitutes any party the agent of another, or authorises any party to make or enter into commitments for or on behalf of any other party.
16.9Notices. Any notice or other communication given under these Terms of Engagement shall be in writing. It may be delivered by hand or by pre-paid registered and tracked post (or other next working day delivery service) to the recipient’s registered office (if a company) or principal place of business (in any other case), or by email to the address most recently notified by the recipient. A notice is deemed received: if delivered by hand, at the time it is left at the proper address; if sent by post, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, provided that no automatic bounce-back is received. This clause does not apply to the service of any proceedings or any documents in any legal action, arbitration or other dispute-resolution process.
17. Governing law
These Terms of Engagement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the law of England and Wales.
18. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Engagement or their subject matter or formation.
Version 2.1 – Last edited July 2026