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Terms of business

TL;DR

Hello. We’re The Law Boutique and these are the terms on which we agree to provide you with legal optimisation and support services. A few key points to note before we start:

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Scope

We’ll agree the scope of work with you before starting work and confirm this via email. Any changes to the scope will need to be agreed in writing (via email).

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Your responsibilities

We need your reasonable cooperation to be able to provide you with services. We won’t be liable to you if we can’t perform the services through lack of cooperation.

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We’re a Legal Optimisation Company, not a law firm

As a consultancy, we’re not regulated by the Solicitors Regulation Authority. This means that we don’t advise on “reserved” activities (such as litigation, notarial services and administration of oaths) and you’re unable to make claims to the SRA Compensation Fund. Rest assured that all of our solicitors are UK qualified and hold up-to-date practicing certificates.

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Fees

Information about our team, platform, services, and business. Our detail-oriented (and gorgeous) website administrators do their best to make sure all the info is accurate and up-to-date. Please do let us know if you see anything that’s not and we’ll fix it.

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Insurance

We have professional indemnity and public liability insurance in place to a level of £2m per claim.

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Contact

You can contact us at hello@thelawboutique.co.uk or just email a member of the team directly.

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2. Services

Our Services. We’ll agree the Services, associated deliverables and scope of work with you before starting work and confirm these in our Engagement Letter.

Changes. If we agree to make changes to the deliverables or scope agreed in the Engagement Letter, these changes will need to be made in writing and may be subject to an additional fee. This

fee will be agreed with you in writing before we carry out any additional work. No changes to the scope will be deemed effective unless they are agreed in writing.

Tech tools. We may recommend or suggest you use certain third party technology tools as part of our Services. These are provided by third parties and are provided on an “as is” basis so we aren’t liable or responsible for them and we don’t make any warranties in relation to their performance or fitness for purpose.

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3. Your undertakings

Co-operation. You agree to cooperate with us in connection with the performance of the Services and respond to queries promptly and accurately to enable us to perform the Services to the best of our ability without delay.

Review and confirmation. After we deliver an agreed deliverable to you, you’ll need to tell us whether the deliverable is accepted within a reasonable timeframe.

Implementation. Where applicable, you understand that you are entirely responsible for the method of implementation and / or execution of the deliverables in your website, app, business processes or other processes. We’re not liable for any costs you incur in implementing our deliverables.

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4. Fees and invoicing

Fees. Our fees for the Services will be set out in the Engagement Letter. All fees are exclusive of VAT. We’ll invoice you on a monthly basis and all invoices must be paid within thirty (30) days of receipt.

Currency. Unless otherwise agreed in the Engagement Letter, all payments due to us will need to be made in pounds sterling.

Interest. If you’re delayed in making any payments to us, we may charge interest to you on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You’ll need to pay us the overdue amount plus any interest.

Late payments and withholding. We know this is really unlikely to happen, but if you’re late in paying, you agree we’re allowed to charge interest at the maximum rate permitted by law.Where fees are paid subject to withholding or deduction, you agree we have the right to charge an additional amount which will, after any deduction or withholding has been made, leave us with the same amount we would have received in the absence of any such deduction or withholding.

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5. Data protection

Complying with Data Protection Legislation. Both you and The Law Boutique agree to comply with all applicable requirements of the Data Protection Legislation. “Data Protection Legislation” means (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation; and (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation (for as long as they are applicable in the UK).

Roles. Both you and The Law Boutique acknowledge that for the purposes of the Data Protection Legislation, you’re the data controller and we’re the data processor (each as defined in the Data Protection Legislation).

Consents and notices for transfer of data. You’ll make sure you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to us for the duration and purposes of these Terms.

Our duties. In relation to any Personal Data we process for you in connection with these Terms, we will:

  • process that Personal Data only on your written instructions unless we’re required by applicable law to otherwise process that Personal Data;
  • where we’re relying on laws of an EU Member State as the basis for processing Personal Data, promptly notify you of this before performing the processing (unless applicable law prohibits us from doing so);
  • make sure we have appropriate technical and organisational measures in place, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • make sure all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential and; 
  • not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
    • you or we have provided appropriate safeguards in relation to the transfer;
    • the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
    • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    • we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data
    • assist you, at your own cost, in responding to requests from Data Subjects and in complying with your own obligations under the Data Protection Legislation (e.g. in relation to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators)
    • notify you without undue delay on becoming aware of a Personal Data breach
    • at your written direction, delete or return Personal Data and any copies of it to you on termination of our agreement under these Terms unless required by Applicable Law to store the Personal Data; and 
    • maintain complete and accurate records and information to demonstrate its compliance with this clause
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6. Confidentiality

Confidential Information. Both you and us will keep Confidential Information secure and confidential and only disclose to each of our employees, directors or advisors on a strictly “need to know” basis. “Confidential Information” means all information relating to these Terms or to a party that has been obtained by the other either in writing, in disk or electronic form or any other form or medium in which such information may be recorded or kept, including information of whatever nature concerning the business, goods, products, know-how or Personal Data of a party and any information which is expressly indicated to be confidential, is imparted to the other party in circumstances importing an obligation of confidence or which could reasonably be regarded as confidential.

Information treated confidentially. Personal information or business information that you supply to us, other than information that is in the public domain, will be treated confidentially.

Marketing. Confidential information will not be disclosed to any third party, including for the purposes of marketing without your prior permission.

Necessary disclosure. You or we may disclose Confidential Information if required by law, regulation or court order, provided that – if permissible – the disclosing party gives the non-disclosing party as much notice as possible and reasonable steps to limit disclosure.

Return of property. On the expiry or termination of these Terms, you can request us to return all documents and materials containing your Confidential Information and Personal Data. To the extent technically possible, we’ll also erase all of your Confidential Information from our storage systems, but you acknowledge and agree that we may retain materials that we’re required to retain by applicable law or as permitted by these Terms.

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7. Liability

We’re only responsible for foreseeable loss. If we breach these terms, we are only responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. We’re not responsible for loss or damage that is not foreseeable.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for fraud, death or personal injury caused by our negligence.

Insurance. We will at all times during the performance of the Services, and for a period of no less than one year following completion of the Services, have and maintain in place both professional indemnity and public liability insurance, in each case to a level of £2,000,000 per claim.

Claims. The Law Boutique alone will be responsible to you for the provision of the Services. You agree that you will not bring any claim against any individual employee or officer in connection with these Terms or their subject matter.

Reliance. Our services are provided to and intended to be relied upon you alone. It cannot be relied on by anyone else. Any guidance we provide is also based on the law and practice as at the date our guidance is given – we aren’t obliged to provide you with any updates to reflect subsequent changes in law and practice.

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8. Termination and suspension

Term. These Terms will continue in force until the expiry of any term agreed in the Engagement Letter or as otherwise terminated in accordance with this clause.

Breach of contract. Either party may terminate our agreement under these Terms with immediate

effect on giving notice to the other party if the other party:

  • commits a material breach of these Terms which is incapable of remedy;
  • commits a material breach of these Terms which is capable of remedy but fails to remedy that breach within 30 days of being notified of the breach;
  • is in breach of its obligations under clauses 5 (Data Protection) or 6 (Confidentiality);
  • experiences a Force Majeure Event in accordance with the provisions of clause 10.

Failure to make payment. We may also suspend the Services or terminate our agreement under these Terms with immediate effect where you do not:

  • pay any invoice within thirty (30) days of receipt; or
  • within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services.

Changing your mind. Our Services are only intended for businesses and so the Consumer Contracts Regulations 2013 don’t apply to these Terms. You don’t have the right to change your mind in respect of tech tools or digital products after you have started to download, stream or use the Services after these have been provided.

Consequences of termination. On termination, any fees owed to us by you to the date termination will become due immediately. Existing rights. The expiry or termination of these Terms won’t affect the accrued rights, remedies, obligations or liabilities of the parties under it as existing at expiry or termination.

Existing rights. The expiry or termination of these Terms won’t affect the accrued rights, remedies, obligations or liabilities of the parties under it as existing at expiry or termination.

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9. Intellectual property

Ownership. Each of us retains ownership of our intellectual property rights. We may use your intellectual property only to the extent necessary for the delivery and use of the Services and deliverables in the way they are intended to be used. All intellectual property created by either of us in the course of the Services will belong to the creating party.

Licence to use deliverables. The Law Boutique will grant you a non-exclusive, royalty-free, perpetual, irrevocable licence in the deliverables to use, copy and distribute, in whole or in part. Prohibited from reselling deliverables. You agree that you can’t and won’t resell the deliverables, offer for sale any service based on the deliverables or publish the deliverables (unless they are obviously intended for publication, for instance, if the deliverables are website terms and conditions).

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10. Force majeure

Force Majeure event. Neither Party shall be liable for a breach of these Terms directly or indirectly caused by circumstances beyond its reasonable control (a “Force Majeure Event”). These circumstances don’t include any requirement to comply with applicable law or anything caused by a party’s wilful act or negligence.

Notice. On the occurrence of a Force Majeure Event, the affected party must notify the other immediately including all relevant details of the event and the steps they are taking to mitigate its effects.

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11. Dispute resolution

Good faith. Hopefully there won’t be any but if there is a dispute between us, we both agree that we’ll use reasonable endeavours to resolve any dispute in good faith.

Parties should attempt settlement. We both agree to attempt to reach an amicable settlement and, if necessary, will refer the matter to arbitration before commencing court proceedings.

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12. Relationship

Contractual relationship. These Terms do not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between you and us.

Authority. Neither you nor us will have, nor represent that it has, any authority to make or enter into any commitments on the other’s behalf or otherwise bind the other in any way.

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13. Remedies

Rights and remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and don’t exclude, any rights or remedies provided by law.

Limitation. Any right or remedy expressly included in any provision of these Terms (or the exercise of them) shall not be considered as limiting a party’s rights or remedies under any other provision of these Terms (or the exercise of them).

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14. Other important parts

Survival. Any provision of these Terms which is intended to remain in force on or after the expiry or termination of these Terms will remain in full force and effect after these Terms expire or terminate. Assignment. We may assign our rights and obligations under these Terms to a third party on notice to you. You may not assign your rights and obligations under these Terms without our prior written consent.

Third party rights. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Even if we delay in enforcing this contract, we can still enforce it later. If we don’t enforce any right we have under these Terms immediately, we haven’t waived that right and may enforce it later. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.

Governing law and jurisdiction. These Terms will be governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction to hear disputes in relation to it.

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