Terms and Conditions

1WHO ARE WE AND HOW THESE TERMS WORK

1. 1.1Northbound Legal Ltd ("Northbound Legal", "we", "us") is a company registered in England and Wales, company number 17402564, registered office Unit 82a James Carter Road, Bury St. Edmunds, England, IP28 7DE.

2. 1.2These terms, together with a mandate as agreed to with you, form the contract between Northbound Legal and the law firm or legal business named in the mandate ("the Client", "you"). Our services are supplied to businesses only, not to consumers.

2WHAT WE ARE AND WHAT WE ARE NOT

1. 2.1Northbound Legal provides legal process support delivered by our team for review by you. Northbound Legal is not a law firm. We are not authorised or regulated by the Solicitors Regulation Authority or any other legal services regulator, we do not provide legal advice to you or to your clients, we do not carry out reserved legal activities within the meaning of the Legal Services Act 2007, and we do not accept instructions from your clients.

2. 2.2All work product is prepared for review, amendment and sign-off by a qualified supervising solicitor at your firm, and you remain solely responsible to your clients and your regulator for all work product and its use.

3SERVICES AND SEATS

1. 3.1We provide the services described in your mandate, typically one or more of:

   1. 3.1.1a fixed-fee pilot task (currently £250 — see clause 3.2 for scope, hours and timing);

   2. 3.1.2a part-time paralegal seat, working up to 20 hours per week (currently £1,400 per month);

   3. 3.1.3a full-time paralegal seat, working up to 40 hours per week (currently £2,600 per month); or

   4. 3.1.4a qualified practitioner seat, working up to 40 hours per week (currently £4,200 per month), filled by a legal practitioner qualified in South Africa, whether an admitted attorney or an advocate.

2. 3.2The pilot task is fixed at £250 and covers up to 6 hours of chargeable time on a single matter or discrete task nominated by you, to be completed within 5 business days of the start date. Hours beyond the cap will be quoted separately or require conversion to a seat. The fee is credited in full against your first monthly invoice if you take a seat within 30 days of the start date. Chargeable time is all time our personnel spend actively working on the nominated task (including drafting, review, research, and directly related correspondence or calls) recorded in minimum increments of 6 minutes (0.1 hours) and rounded up to the nearest increment. We will tell you once 6 hours have been used, and will provide a short time log on request.

3. 3.3Current pricing is published on our website and confirmed in your mandate, which prevails if different from the figures above.

4. 3.4Members of our team, including any qualified practitioner, are not solicitors of England and Wales and are not authorised to carry out reserved legal activities within the meaning of the Legal Services Act 2007.

5. 3.5Seat hours, scope and any agreed service levels are as stated in your mandate. If we are asked to work materially more hours than the hours allocated to your tier, we will charge the excess at our then-current hourly rate.

6. 3.6Monthly seat fees are reviewed annually to reflect increases in overhead costs and inflation, taking effect on each anniversary of the date your mandate is signed. The pilot task fee is fixed for that engagement.

7. 3.7We may substitute the individual assigned to a seat where necessary (for example illness or departure) and will provide a suitably qualified replacement and reasonable handover.

4YOUR OBLIGATIONS

You will: (a) appoint a supervising solicitor as the point of contact for instructions and review; (b) provide instructions, precedents, system access and information reasonably needed to perform the services; (c) review all work product before use; (d) ensure that your use of our services complies with your regulatory obligations, including any outsourcing and confidentiality obligations, and that you have any client consents or notifications your obligations require; (e) not ask us to perform reserved legal activities or to communicate with your clients as if we were your firm; and (f) not ask us to receive or hold client money on your behalf, any client money must be handled by you in accordance with your own regulatory requirements.

5FEES AND PAYMENT

1. 5.1Fees are as published on our website or stated in your mandate, are fixed for the relevant period, and are exclusive of VAT.

2. 5.2Monthly seat fees are invoiced monthly in advance and payable within 7 days by bank transfer or direct debit. We do not accept cash payments.

3. 5.3If an invoice is more than 30 days overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently the Bank of England base rate plus 8% per year) together with the fixed compensation sum available under that Act and may suspend services on written notice.

4. 5.4You must pay all sums free of any withholding tax or other deduction (a "Withholding"), except as required by law. If a Withholding is required, you must pay us the additional amount needed so that we receive the same amount we would have received without the Withholding.

5. 5.5Because of the risk of payment fraud, including business email compromise, you must verify our bank details by telephone with a known contact before making any payment; we will not be liable for payments made to the wrong account as a result of fraudulent instructions.

6. 5.6If you engage us as a limited company or limited liability partnership, we may ask the signing individual to personally guarantee payment of fees. Where this applies, it will be set out clearly in a separate guarantee section of the mandate for that individual to sign in their personal capacity — it is not implied from these terms alone.

6TERM AND CANCELLATION

1. 6.1Pilot tasks are one-off engagements. Seats continue monthly until either party gives thirty (30) days' written notice, which may be given at any time. Either party may terminate immediately on written notice if the other commits a material breach not remedied within 14 days of notice or becomes insolvent.

2. 6.2On termination you pay for services supplied up to the effective date, and each party returns or deletes the other's confidential information in accordance with clause 9 and our Data Processing Agreement.

7QUALITY AND REMEDIATION

1. 7.1We warrant that services will be performed with reasonable skill and care by personnel with appropriate training.

2. 7.2If work product does not meet that standard, tell us within 10 business days and we will re-perform the relevant work at no additional charge. This is your primary remedy for defective work product, without limiting clause 13.

8CONFLICTS OF INTEREST

1. 8.1We provide services to a number of law firms and legal businesses, including firms working in similar practice areas to you. That alone does not create a conflict of interest.

2. 8.2We will not knowingly act for another client on the same matter in a way that conflicts with our obligations to you. If a conflict arises on a specific matter, we will tell you promptly and take reasonable steps to manage it, which may include declining or ceasing to work on that matter.

9CONFIDENTIALITY

1. 9.1Each party will keep the other's confidential information (including, all client and matter information) confidential, use it only to perform or receive the services, and disclose it only to personnel, insurers, professional advisers and sub-contracted service providers who need it and who are bound by confidentiality obligations no less strict than these.

2. 9.2Every member of our delivery team, including personnel provided through BridgePoint Legal Consultants (Pty) Ltd, signs written confidentiality undertakings; firm-specific undertakings which are available on request.

3. 9.3These obligations survive termination indefinitely in respect of client and matter information. Nothing in this clause prevents disclosure required by law, a regulator or a court order, and where we are required to disclose your confidential information, we will, where possible and lawful, tell you first and give you a reasonable opportunity to object.

10ELECTRONIC COMMUNICATIONS AND TECHNOLOGY

1. 10.1We may correspond and communicate with you by electronic means. Email is not guaranteed to be secure or error-free; you should follow up on important communications by phone if you have not received an expected response.

2. 10.2We may use software and platforms, including e-signature, virtual data room, contract management, e-discovery and AI-assisted drafting or review tools, provided by specialist third-party providers, which may involve hosting or processing information in South Africa or elsewhere. We will only use such tools where they are covered by an appropriate data processing agreement and, where personal data is transferred outside the UK, an appropriate transfer safeguard. Your mandate will expressly confirm your agreement to our use of these tools in delivering the services. If you would prefer that we do not use AI-assisted tools on your matters, tell us before or during onboarding and we will exclude them, where reasonably practicable, from the services we provide to you.

3. 10.3We take reasonable steps to keep our systems secure and free of viruses and other harmful material and expect you to do the same. To the extent permitted by law, we are not liable for loss caused by a failure of our security measures that occurs despite those reasonable steps.

11DATA PROTECTION

1. 11.1Where we process personal data on your behalf in connection with the services, we do so as your processor for the purposes of UK GDPR and the Data Protection Act 2018, on the terms of our Data Processing Agreement, which forms part of these terms and sets out the subject matter, duration, nature and purpose of processing, the categories of data and data subjects involved, and our obligations under Article 28 UK GDPR.

2. 11.2You give us general written authorisation to engage BridgePoint Legal Consultants (Pty) Ltd, our South African delivery partner, as a sub-processor for the purposes of delivering the services, and any other sub-processor listed in our Data Processing Agreement. We will notify you of any intended change of sub-processor and give you a reasonable opportunity to object on reasonable grounds. We remain responsible to you for each sub-processor's compliance with its data protection obligations.

3. 11.3Because personal data will be processed in South Africa, which does not currently benefit from UK adequacy regulations, these transfers are made under the UK International Data Transfer Addendum (or another Article 46 safeguard identified in our Data Processing Agreement).

4. 11.4Each party will comply with applicable data protection law, including UK GDPR and the DPA 2018 and, in respect of our South African delivery operations, South Africa's Protection of Personal Information Act 2013. Further detail on our sub-processor list and security measures is set out in our Privacy Policy, available on our website and on request.

5. 11.5We will only use your business contact details for direct marketing in accordance with the Privacy and Electronic Communications Regulations 2003 and UK GDPR, and you may opt out at any time.

12INTELLECTUAL PROPERTY

On payment, all intellectual property rights in work product created for you vest in you (or, where applicable, your clients). We retain rights in our pre-existing materials, templates, know-how and methods, and grant you a non-exclusive licence to use them as embedded in work product. You retain all rights in your precedents and materials, which we use only to deliver services to you.

13LIABILITY

1. 13.1Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

2. 13.2Subject to clause 13.1: (a) neither party is liable for loss of profits, loss of business, loss of goodwill, or indirect or consequential loss; and (b) our total aggregate liability arising in any contract year is limited in aggregate to 100% of the fees paid by you in that contract year.

3. 13.3You acknowledge that work product is supplied for review by your supervising solicitor and that we are not liable for use of work product that has not been so reviewed.

4. 13.4We will not be so liable if losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than us.

5. 13.5We maintain professional indemnity insurance; details are available on request.

14INDEMNITY

As far as the law allows, you indemnify us against any claim made against us by a third party to whom you disclose our work product or output. This does not cover claims arising from our breach of these terms.

15NON-SOLICITATION

1. 15.1During an engagement and for twelve (12) months after it ends, you will not directly employ or engage a member of our delivery team who worked materially on your matters, other than through us, unless we agree otherwise in writing.

2. 15.2This clause protects our legitimate interest in the recruitment, training and retention of our delivery team and is no wider than reasonably necessary to protect that interest.

16COMPLAINTS

Complaints should be sent to hello@northboundlegal.co.uk marked for the attention of the directors. We will acknowledge within 3 business days and respond substantively within 10 business days thereafter. This procedure does not affect your contractual or legal rights.

17FINANCIAL CRIME, SANCTIONS AND ANTI-BRIBERY

1. 17.1We comply with UK financial sanctions law and with the Bribery Act 2010 and Proceeds of Crime Act 2002 and expect you to do the same.

2. 17.2You must tell us as soon as possible if you become aware that a matter may involve a breach of sanctions, anti-money laundering or anti-bribery law.

3. 17.3If we reasonably believe that continuing to work on a matter would involve us in a breach of sanctions or financial crime law, we may pause or terminate the relevant services on written notice.

18GENERAL

1. 18.1Neither party is liable for delay caused by events outside its reasonable control.

2. 18.2Neither party may assign the contract without the other's consent, not to be unreasonably withheld.

3. 18.3These terms and the mandate are the entire agreement and supersede prior discussions.

4. 18.4If any provision is unenforceable, the remainder stands.

19GOVERNING LAW AND JURISDICTION

These terms and any dispute arising from them (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.