Terms and Conditions of Service

Version 1.0 · Last updated [date] · These terms apply to all services supplied by Northbound Legal Ltd.

1. Who we are and how these terms work

Northbound 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. These terms, together with an order confirmation or engagement email agreed with you (each an "Order"), form the contract between Northbound Legal and the law firm or legal business named in the Order ("the Client", "you"). Our services are supplied to businesses only, not to consumers.

2. What we are, and what we are not

Northbound Legal provides legal process support: paralegal and legal support services 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. All 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.

3. Services and seats

We provide the services described in your Order, typically one or more of: (a) a fixed-fee pilot task; (b) a part-time or full-time dedicated paralegal seat; (c) a qualified practitioner seat filled by a legal practitioner qualified in South Africa, whether an admitted attorney or an advocate. Members of our team are not solicitors of England and Wales. Seat hours, scope and any agreed service levels are as stated in the Order. We may substitute the named individual assigned to a seat where necessary (for example illness or departure), and will provide a suitably qualified replacement and reasonable handover.

4. Your 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; and (e) not ask us to perform reserved legal activities or to communicate with your clients as if we were your firm.

5. Fees and payment

Fees are as published on our website or stated in your Order, are fixed for the relevant period, and are exclusive of VAT. The pilot task fee is payable in advance by card and is credited in full against your first monthly invoice if you take a seat within [60] days. Monthly seat fees are invoiced monthly in advance and payable within [14] days by bank transfer or direct debit. We may charge interest on late payment and suspend services for invoices more than [30] days overdue, in each case on written notice. Fee changes take effect only on renewal and with at least [30] days' written notice.

6. Term and cancellation

Pilot 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. On 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 8 and our data processing terms.

7. Quality and remediation

We warrant that services will be performed with reasonable skill and care by personnel with appropriate training. If 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 11.

8. Confidentiality

Each party will keep the other's confidential information (including, in your case, all client and matter information) confidential, use it only to perform or receive the services, and disclose it only to personnel who need it and who are bound by confidentiality obligations no less strict than these. Every member of our delivery team signs written confidentiality undertakings, and firm-specific undertakings are available on request. These obligations survive termination indefinitely in respect of client and matter information. Nothing in this clause prevents disclosure required by law or a regulator.

9. Data protection

Where we process personal data on your behalf, we do so as your processor under our Data Processing Agreement, which incorporates the UK International Data Transfer Addendum for transfers to South Africa and forms part of these terms. Our privacy and data processing notice, including our sub-processor list and security measures, is published at /privacy. Each party will comply with applicable data protection law, including UK GDPR and the Data Protection Act 2018 and, in respect of our delivery operations, South Africa's Protection of Personal Information Act 2013.

10. Intellectual 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.

11. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited. Subject to that: (a) neither party is liable for loss of profits, loss of business or indirect or consequential loss; and (b) our total aggregate liability arising in any contract year is limited to the greater of [£X] and [100]% of the fees paid by you in that contract year. You 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.

12. Non-solicitation

During 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 on your matters, other than through us, unless we agree otherwise in writing. If you do, you will pay an introduction fee of [25]% of the individual's first-year total remuneration, which the parties agree is a genuine pre-estimate of our loss.

13. Complaints

Complaints should be sent to hello@northboundlegal.co.uk marked for the attention of the directors. We will acknowledge within 2 business days and respond substantively within 10 business days. This procedure does not affect your contractual or legal rights.

14. General

Neither party is liable for delay caused by events outside its reasonable control. Neither party may assign the contract without the other's consent, not to be unreasonably withheld. These terms and the Order are the entire agreement and supersede prior discussions. Variations must be in writing. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. If any provision is unenforceable, the remainder stands.

15. Governing 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.