LegalUp

1.1. Our agreement with you. These terms, together with our engagement letter to you and any relevant email correspondence between you and us, form our agreement with you to provide consulting, legal, management, business support, and accounting services. These terms apply to each matter we work on with you. If there is a conflict between these terms and our engagement letter, the engagement letter will prevail, unless otherwise stated in these terms.

1.2. Changes to these terms. We can change these terms in response to legal, regulatory and technological changes, and we may increase our hourly rates. If we do so, we’ll notify you and you can contact us to terminate our instructions before the changes take effect.

2. Consumers’ Cancellation Rights

2.1. Consumers may have a right to cancel. If you are an individual who is not instructing us in connection with your business, you may have a legal right to cancel our agreement with you and receive a refund of any sums you have paid us in advance. You are likely to have these rights if we take instructions from you outside of our offices or at a distance, for example, online or over the telephone. Your right to cancel expires 14 days after our agreement is made and if you request us to start work during that period you will have to pay us for any work we do up until you cancel. Work that we start at your request during the cancellation period cannot be cancelled once completed, even if the cancellation period is still running.

3. Our Services

3.1. Matters outside the scope of our instructions. We only advise on matters within the scope of your instructions, as set out in our engagement letter or written communication with you.

3.2. Only you can rely on our advice. Our advice is intended solely for you. We do not accept or assume responsibility to anyone other than the clients identified in our engagement letter. Unless we agree otherwise in writing, you must not share our advice with anyone else.

3.3. Third-party service providers. We may instruct third parties (such as barristers, expert witnesses, and enquiry agents) to provide services to you. Where appropriate, we may instruct these third parties as your agent, so that you contract with them directly. However, the third parties are instructed, you are responsible for the sums charged by third parties and their services are provided to you on their terms. We use reasonable skill and care in selecting and appointing third parties, and we are not responsible for the services the third parties provide.

3.4. We’re not responsible for delays outside our control. If our services to you are delayed by an event outside our control, we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but you always have the right to terminate your instructions.

4. What you agree to do

4.1. You agree to:

(a) Provide us with clear, timely and consistent instructions, and respond fully, frankly and quickly to our requests for information and co-operate with us and those we instruct on your behalf. The information you give us must be full and accurate, to the best of your knowledge and belief. We don’t verify the information you give us, unless we have expressly agreed to do so.
(b) Tell us straight away if your contact details change.
(c) Take reasonable steps to properly secure your communications with us. This includes protecting the email and computer systems used for your matter. This is important to protect your rights and funds. You can learn more about staying safe and secure online, including good password practice, at: http://www.cyberessentials.ncsc.gov.uk.
(d) Respect our regulatory restrictions. If we tell you that we can’t do something for you because doing it would breach our legal, professional or regulatory duties then you must respect this.
(e) Pay our invoices. You must pay our invoices in accordance with these terms.
(f) Verify any change of our payment details received by email. If you are told about any change of our bank details by email, then even if it appears to come from our company, you must call us on a number you have used with us previously immediately to verify the change. Fraudsters may attempt to trick you into believing such emails or invoices are genuine, including by imitating our branding or language. It is your responsibility to verify any such communication before making any payment, and we will not be liable for any loss resulting from failure to do so.

5. Our Communications with you

5.1. Risks of email correspondence. For convenience and speed, we will correspond with you by email and rely on communications coming from your email account. However, email is inherently insecure. We are not responsible for loss or damage caused by email use, provided we have taken reasonable security measures, including against viruses or similar harmful items. Whilst we utilise virus protection software, we cannot guarantee that emails sent by us will be virus-free. It is your responsibility to carry out virus checks before opening any email sent by us to you. Emails pass through unregulated service providers and may be subject to interception by governments or others. We do not encrypt emails, and they may therefore be vulnerable to these risks. Your acceptance of these terms of business specifically operates as your consent to include confidential information to you and third parties in non-encrypted email. You can ask (in writing) us not to use email other than for invoicing, which will always be via email.

5.2. Opening hours. We are normally open between 9.00 am and 5.00 pm Monday to Friday, except for bank holidays. Our staff may sometimes respond to communications and work outside of our normal office hours, but this is at our discretion, and we ask you to respect that there will be times when we are not available.

5.3. Who we can give advice to and whose instructions we can act on. We may give advice and information to, and act on instructions from, any of the individuals to whom our engagement letter is addressed without the need to copy such advice to, or to confirm such instructions with, the other(s). You can let us know in writing that we are authorised to deal with someone else on your behalf in this way. For organisations, rather than individuals, we may ask for a formal resolution confirming who can instruct us.

5.4. We can adjust to your communications needs. As a company, we wish to support and promote equality and diversity. If it would assist you for our services to be delivered in a different way, please let us know and we will investigate how we can assist.

6. Our Fees, Disbursements and Expenses

6.1. How we calculate our fees is set out in our engagement letter. Our fees for our services are calculated either on the basis of time spent, on a fixed, capped basis, on a success fee basis, or a combination thereof. In some cases, fees may be staged. The applicable fee structure will be agreed upon with you in advance of the commencement of the services in connection with the relevant matter or will be as determined in the engagement letter.

6.2. Fees on a time spent basis. If our fees are calculated on a time spent basis:

(a) Six-minute units. We calculate the time spent by us in six-minute units (an hour is broken down into ten units, each of six minutes) and charge it at the hourly rate for the person doing the work. Where a task (such as writing a short or standard letter or email or making a phone call) takes less than six minutes of a person’s time, the time spent is rounded up to six minutes.
(b) Increases in hourly rates. We may increase our hourly rates, for example at the start of a new year. We may also increase our rates if your instructions change, for example if the matter we are working on for you becomes more urgent. We give you advance notice of any increases.
(c) Estimates are not binding. Any estimate of the total charges (fees, disbursements and expenses) for dealing with your matter or reaching a certain stage in it, as well as estimates or automated quotes provided on our website, are not binding. We may update estimates as a matter progresses and you must pay all our charges even if they exceed any estimate.

6.3. Fixed and capped fees. If we have agreed a fixed or capped fee with you:

(a) Changes in assumptions. If the assumptions on which the fixed or capped fee are based (as set out in our engagement letter) prove incorrect, we may increase our fixed or capped fee or switch to charging you on a time-spent basis. If we switch to charging on a time-spent basis, we will provide you with an estimate of our fees to complete the matter.
(b) What we can charge if you terminate our instructions (or we stop acting for you). If you terminate our instructions, we will charge you on a time spent basis for the work we have done prior to termination.

6.4. Success Fee. If we have agreed on a success fee with you:

(a) Changes in assumptions. If the assumptions on which the success fee is based prove to be incorrect or materially change, we reserve the right to revise the basis of our fees. This may include increasing the success fee, introducing a fixed or time-spent element, or switching entirely to a time-spent basis. If we switch to charging on a time-spent basis, we will provide you with an estimate of our fees to complete the matter.
(b) What we can charge if you terminate our instructions (or we stop acting for you). If you terminate our instructions, or if we cease to act for you in accordance with our terms, we reserve the right to charge a fair and reasonable fee reflecting the value of the work carried out prior to termination. This may include a reasonable proportion of the agreed success fee, assessed with reference to: (i) time spent; (ii) complexity and scope of the work undertaken; (iii) progress made toward achieving the defined outcome; and (iv) the commercial benefit of our services to you up to the date of termination.
(c) Not CFA or DBA. Our success fee arrangement is not a regulated Conditional Fee Agreement (CFA) or Damages-Based Agreement (DBA) under the Legal Services Act 2007. We do not conduct reserved legal activities and are not regulated by the Solicitors Regulation Authority.
(d) Limitation of liability for outcome. Whilst we will act diligently and in your best interests, the success fee arrangement shall not be interpreted as a guarantee or warranty of a particular result. You accept that any success-based fee reflects a commercial risk allocation and is contingent on a number of factors outside our control, including decisions by third parties or government bodies.
(e) Good faith and cooperation. You agree to act in good faith and to provide all necessary cooperation, information, and instructions in a timely manner to support the achievement of the agreed outcome. Where a lack of cooperation materially affects the likelihood of success, we reserve the right to review the success fee arrangement upon notice.

6.5. Disbursements, expenses and VAT. All hourly rates, estimates, fixed, capped or staged fees we quote to you are exclusive of the following, which you must pay in addition:

(a) Disbursements. We may instruct third parties (such as barristers, expert witnesses, and enquiry agents) to provide services to you, or we may pay official fees or carry out searches for you. You will be responsible for associated charges and costs (disbursements).
(b) Expenses. In addition to our fees, we charge you our expenses, which may include the costs of travel, document production (scanning, photocopying, binding), payment transfers, and support staff overtime.
(c) VAT. VAT, where applicable, on our fees and on disbursements and expenses, unless expressly stated otherwise.

7. Our Invoices

7.1. When we invoice you. We invoice you regularly and on completion of your matter or at the intervals indicated in your engagement letter. We may raise an interim statute invoice. Statute invoices are final for the period they cover, and your rights to challenge them are time-limited. All statute invoices (whether interim or final) will be marked accordingly.

7.2. We can invoice disbursements and expenses at any time. We can invoice you for disbursements and expenses for any period at any time, even after we have invoiced our fees for that period.

7.3. Payment is due on receipt and we charge interest on late payments. Our invoices are payable within 10 days. We charge interest on unpaid bills at a rate of 8% above the Bank of England’s base rate. Interest will begin to run before securing judgment. Our preference is to receive payment of any monies by bank transfer.

7.4. You are responsible for our charges, even if you have third-party funding. Even if someone else has agreed or been ordered to pay our charges (fees, disbursements and expenses), or you expect this to happen, you are still responsible for paying us. This includes where you are claiming back part or all of our charges from an opponent in litigation.

7.5. Multiple clients are jointly and severally liable for our bills. If we are instructed by more than one person, then we can require any of those persons to pay our bills in full (joint and several liability).

7.6. How to complain about our bills. To complain about an invoice, please follow our complaints procedure (see paragraph 12).

8. How we limit our liability to you

8.1. Liabilities not excluded. Nothing in these terms limits any liability which cannot legally be limited, including without limitation liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

8.2. Exclusion of indirect and consequential loss (business customers only). Subject to paragraph 8.1, if you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any indirect or consequential loss.

8.3. Losses we are not liable for. Subject to paragraph 8.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any loss arising as a result of:

(a) our complying with our legal and regulatory duties, such as delays or disclosures arising in the context of compliance with anti-money laundering legislation;
(b) errors or defects in third-party services instructed by us on your behalf or used by us in the provision of services to you, provided we use reasonable skill and care in selecting and appointing those third parties (see paragraph 3.3);
(c) circumstances beyond our reasonable control (see paragraph 3.4);
(d) loss or damage caused by email use, provided we have taken reasonable security measures (see paragraph 5.1); or
(e) failure of any bank.

8.4. Limits on our liability where other advisers are also responsible (business customers only). Subject to paragraph 8.1, our liability to you shall be reduced to the extent we can prove that you would have been able to recover a contribution pursuant to the Civil Liability (Contribution) Act 1978 from another adviser on the same matter. That contribution shall be assessed on the basis that the advisers contracted with you on broadly the same terms as we have, did not exclude or limit their liability to you, and were able to pay the sums due to you in full.

8.5. Caps on our liability. We may agree with you a liability cap for any given matter. This will ordinarily be agreed in our engagement letter or anytime in writing before beginning or during the work on the relevant matter. Where a liability cap is agreed, it will apply to our aggregate liability to both you and to any other client for whom we are instructed in that matter. Subject to paragraph 8.1, the cap will apply whether the liability arose in contract, tort (including negligence), for breach of statutory duty or otherwise and whether it arises under or in connection with this agreement.

8.6. No claims against our staff. Services are provided by our staff for and on behalf of Legalup Corporate Limited. Our staff do not assume any personal responsibility to you in relation to work carried out under these terms, and any personal liability of any member of staff is therefore excluded. Any claims must be brought against Legalup Corporate Limited. You agree not to bring any claim (including in negligence) against any employee or member of our staff, including principals (that is members) as individuals in their personal capacity in connection with any loss or damage suffered in connection with our services. If you do bring a claim against any of our staff, they can rely on our agreement, including its limitations of liability.

9. How you and we can terminate our agreement

9.1. You and we can terminate this agreement. You may terminate your instructions to us at any time by telling us in writing. We can also stop acting for you, if we have reasonable grounds to do so, for example, because you have broken our agreement by not giving us timely instructions or paying our invoices on time. We can also stop acting for you if the relationship of trust and confidence has broken down, if we discover a conflict of interest, if proceeding would otherwise be contrary to legal or regulatory duties, if the risk profile for your case has significantly changed or if you experience an insolvency event. We will write to you explaining our decision, giving you as much notice as possible.

9.2. Payments on termination. If you terminate your instructions or we stop acting for you, you must pay our charges (fees, disbursements and expenses) incurred up to the point of termination, as well as any charges we incur after termination, for example in transferring your file to another adviser or removing ourselves from the court record. Where a success fee arrangement has been agreed, you will also be liable for a proportionate amount of the success fee, calculated in accordance with the terms of the engagement letter.

9.3. We can retain your documents until you pay. If you do not pay our invoices on time, we can retain documents, deeds and other items relating to any matter we are working on for you until you have done so (subject to such information that may be available to you under data protection laws). This is called exercising a lien over the items.

10. How you can use our advice and how we handle your documents

10.1. Intellectual property rights. We retain all intellectual property rights in the advice which we provide and the documents which we prepare, but permit you to make use of such work for the purposes of your particular matter only.

10.2. Treatment of your documents on completion. When our engagement completes or we stop acting for you, unless you request the return of any documents you have supplied to us, we will retain them for as long as we deem necessary for legal and regulatory reasons and then destroy them.

11. Our legal status and how we are regulated

11.1. Our status. Legalup Corporate Limited is a private limited company incorporated under the Companies Act 2006, with company number 16160210. We provide non-reserved legal, management, business support, and accounting services. Please note that Legalup Corporate Limited is not authorised to carry out reserved legal activities (as defined under the Legal Services Act 2007), which include conveyancing, probate work, administering oaths, conducting litigation, representing clients in court (advocacy), and notarial activities. Where appropriate, we may facilitate access to such services through our partner entities.

11.2. Our ability to provide financial services. We do not provide any regulated financial services requiring authorisation by the Financial Conduct Authority or any other regulatory body. For the avoidance of doubt, we do not provide investment advice, financial promotions, or any other regulated activities under the Financial Services and Markets Act 2000.. However, we are able to connect you with such authorised entities. Further information will be provided to you in advance of any such work on our part.

12. Complaints and Other Concerns

12.1. Our complaints process. We hope that you are happy with the service we provide. If at any stage you have concerns or wish to make a complaint, inform the person handling your matter straight away about the nature of your concern. If the person handling your matter cannot promptly resolve your concerns, then it will be dealt with by a senior member of our company. We will then write to you within eight weeks setting out our final response to the complaint and how you can pursue you concerns further if you do not agree with our proposed resolution or outcome.

12.2. Alternative dispute resolution. Alternative dispute resolution bodies such as Ombudsman Services, ProMediate and Small Claims Mediation can deal with complaints about services. If we agree to use such a scheme, we will inform you when notifying you of our final response to your complaint.

13. Confidentiality

13.1. When we may use and disclose your confidential information. We will keep confidential information we obtain through our services confidential but we reserve the right to use and disclose it in the following circumstances:

(a) to deliver those services, which may include storing confidential information on our computers, in our email systems, and in secure cloud-based platforms;
(b) to share it with selected third parties, including consultants, subcontractors, professional advisers, or service providers, where necessary for the proper conduct of your matter. Any such disclosure will be made in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018;
(c) to comply with the law, including by performing conflicts of interest checks for new cases against a list of current and former clients, reporting suspicious activity to the National Crime Agency if we suspect money laundering and responding to freedom of information requests; and
(d) to comply with requests by regulators and other competent authorities, such as audits.

14. Data Protection

14.1. Our privacy policy. For information about how we deal with your personal information, our privacy policy and provided with these terms.

14.2. In some cases, we may hold more sensitive information about an individual such as about health. This may be necessary to pursue your legal matter. We are permitted to use such information to provide legal advice to you or in connection with equality legislation.

14.3. You can withdraw consent to your information being used in a particular way, but this may limit what more we can do for you (if anything).

14.4. As a client we may in the future send you a newsletter or similar. We find that most clients find this helpful. We rely on the legitimate interest we have in maintaining contact with former clients to do this in compliance with data protection law and your agreement for the purposes of the Privacy and Electronic Communications Regulations 2003 (which can be implied under these regulations). However, we will never share your information with third parties for marketing purposes, nor will we contact you about services that we believe are not relevant or of value to you. We will make it quick and easy for you to opt out of future communications in every communication we send. If you already know that you do not want to receive these messages, then you can opt out now by emailing us info@legalup.uk.

14.5. We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

14.6. Generally speaking, we will not share your information with third parties unless this is part of the work on your legal matter. For example, we frequently may need to send certain information about clients to other lawyers working on the matter, to court or to government bodies. In rare circumstances we sometimes need to make reports of suspicious activity to the National Crime Agency. Similarly, we may occasionally need to share client matter information with our professional indemnity insurers (if any) and their advisers (if any). If you instruct us jointly with another client, then it will be necessary to share certain information relevant to you with the corresponding joint client in order to fulfil your instructions to us.

14.7. While we reserve the right to destroy non-original material at any time after the conclusion of your matter, we generally retain files for a period of six years after payment of the final bill and destroy them thereafter. At the end of a case, original documents will be returned to you on your request but if we both agree, we may retain certain originals for a longer time period. We will also always keep a small amount of information after file closure to do conflicts of interest searches in the future.

14.8. We do normally have a right to payment of any outstanding costs before releasing a whole file to you, but individuals may arguably have a separate right under the UK data protection legislation to access certain personal data without charge. This may include having it in a particular electronic format (portable format).

15. Anti-money Laundering and Financial Crime Procedures

15.1. How we verify your identity and check your credit rating. We must comply with different legal and regulatory requirements aimed at preventing crime. You agree to co-operate with us in order to verify your identity, your business structure, organisation history and sources of income and other matters relevant to discharging our legal and professional duties in this respect. This may include attending our offices with identification and other documentation for verification, but could also involve disclosure of more personal information such as bank statements and evidence of income.

15.2. Reports to the National Crime Agency. If we have to report information about you or your matter to the National Crime Agency we may be prevented by law from informing you of this fact. If this happens we can stop work on your matter and withhold your money without notice or explanation to you, until the issue is resolved.

16. Other Important Terms

16.1. Nobody else has any rights under this contract, except our staff. This contract is between you and us. Other than our staff (see paragraph 8.6), nobody else has rights under it or can enforce it. Neither of us will need to ask anybody else to sign-off on ending or changing it.

16.2. If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

16.3. These terms are governed by laws of England and Wales and you can bring claims against us in the England and Wales courts. These terms are governed by laws of England and Wales (without reference to its conflict of laws) and you can bring claims against us exclusively in the England and Wales courts.