Terms and Conditions

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Terms and Conditions.

1.1 DEFINITIONS:

“Affiliate” means, in relation to a party, any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with that party, and “control” has the meaning given in section 1124 of the Corporation Tax Act 2010.

“Background IPR” means any Intellectual Property Rights owned by or licensed to Covrig Counsel before the Effective Date, or developed independently of this Contract.

“Charges” means the fees and other amounts payable by the Customer for the Services, as set out in the Order Form.

“Confidential Information” means information that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It does not include information that the recipient already knew, is or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations.

“Contract” means a contract between Covrig Counsel and the Customer for the supply of Services, comprising an Order Form and these Terms and Conditions.

“Covrig Counsel” means Covrig Counsel Ltd registered in England and Wales with company number 17025515.

“Customer” means the person who purchases Services from Covrig Counsel, as identified in an Order Form.

“Customer Materials” means all documents, information, software, and other materials (whether owned by the Customer or a third party), which are provided by or on behalf of the Customer to Covrig Counsel in connection with the Services.

“Data Protection Laws” means all applicable laws and regulations relating to the protection of personal data and the privacy of individuals which are relevant to the Services.

“Deliverables” means any contracts, documents, reports, advice, materials or other work product created by Covrig Counsel specifically for the Customer in the course of performing the Services.

“Effective Date” has the meaning given in Clause 2.2.

“Initial Period” means any initial minimum period agreed in an Order Form.

“Intellectual Property Rights” means patents, copyright, trade marks, business names and domain names, rights in designs, 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 and all similar or equivalent rights or forms of protection anywhere in the world.

“Losses” means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

“Order Form” means the order form, purchase order, quotation or any other written document setting out the Services (which may include email).

“Services” means any legal or other services provided by Covrig Counsel to the Customer under the Contract, as described in the relevant Order Form.

“Terms and Conditions” means these terms and conditions and any applicable schedules, annexes or appendixes as referenced or provided to Customer and as varied in accordance with Clause 11.4.

1.2 INTERPRETATION

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) References to include or including should be interpreted as being without limitation.

(c) References to the termination of a Contract include its expiry under Clause 2.5.

2. BASIS OF CONTRACT

2.1 Each Order Form constitutes an offer by Covrig Counsel to supply Services to the Customer in accordance with these Terms and Conditions.

2.2 An Order Form issued by Covrig Counsel shall be accepted only upon signature of or approval by the Customer by email, at which point a binding contract comes into existence (the “Effective Date”). The Contract shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with these Terms and Conditions.

2.3 If there is any conflict or inconsistency between any of the provisions in these Conditions and the provisions of an Order Form, the provisions of the Order Form prevail.

2.4 Each Order Form accepted under Clause 2.2 forms a separate Contract, which incorporates these Terms and Conditions. Unless an Order Form states otherwise, the termination of one Contract does not affect any other Contract between the parties.

2.5 Notwithstanding Clause 2.2: (a) a Contract for a defined project or for a fixed fee (a “Project Contract”) shall expire automatically when Covrig Counsel has completed the Services described in the Order Form, unless terminated earlier in accordance with these Terms and Conditions; and (b) any other Contract, including a monthly plan or retainer (a “Plan Contract”), shall continue until terminated in accordance with these Terms and Conditions.

3. SUPPLY OF SERVICES

3.1 Covrig Counsel shall supply the Services to the Customer from the Effective Date in accordance with the Contract.

3.2 Covrig Counsel shall perform the Services with reasonable care and skill.

3.3 Covrig Counsel shall perform the Services in a timely and professional manner. Time is not of the essence for the performance of any of Covrig Counsel's obligations under the Contract.

3.4 In performing the Services, Covrig Counsel shall comply with applicable laws and regulations and its Privacy Policy available at www.covrigcounsel.co.uk/privacy (as updated by Covrig Counsel from time to time).

3.5 Unless otherwise agreed in writing, the Services: (a) comprise advice on the laws of England and Wales, subject to Clause 3.6; (b) do not include tax, accounting, financial or investment advice; and (c) cover only the matters described in the relevant Order Form or otherwise agreed in writing.

3.6 Other jurisdictions. Covrig Counsel may comment on the laws or regulatory regime of jurisdictions other than England and Wales (a “Preliminary View”). Unless the Order Form states otherwise:

(a) the solicitors providing the Services are not qualified to practise in those jurisdictions, and a Preliminary View is a high-level view based on publicly available sources and their general experience, given to identify issues and to help the Customer instruct local counsel;
(b) a Preliminary View is not advice on the laws of that jurisdiction, and the Customer shall not rely or act on it without first obtaining confirmation from appropriately qualified local counsel;
(c) Covrig Counsel shall have no liability for any Losses arising from the Customer relying or acting on a Preliminary View without that confirmation; and
(d) at the Customer’s request and cost, Covrig Counsel may coordinate advice from local counsel, who will be responsible for their own advice.

3.7 Covrig Counsel may use technology tools, including artificial intelligence tools, to help deliver the Services. Covrig Counsel will only use tools that it reasonably considers appropriate for protecting the confidentiality of the Customer’s information, and a solicitor will review all Deliverables before they are provided to the Customer.

4. CUSTOMER OBLIGATIONS

4.1 The Customer shall:

1. (a) co-operate with Covrig Counsel in all matters relating to the Services;

2. (b) comply with all applicable laws and regulations in its performance of the Contract;

3. (c) provide Covrig Counsel with all information and materials as Covrig Counsel may reasonably require to supply the Services, and ensure that:

   1. (i) they are accurate and complete in all material respects; and

   2. (ii) all electronic files used to provide them are free from malware and other harmful code.

5. CHARGES AND PAYMENT

5.1 In consideration for the provision of the Services, the Customer shall pay Covrig Counsel the Charges in accordance with this Clause 5.

5.2 Covrig Counsel shall invoice the Customer in accordance with the invoicing schedule set out in the Order Form, or otherwise on a monthly basis.

5.3 The Customer shall reimburse Covrig Counsel for all reasonable expenses and third party costs incurred in connection with the provision of the Services, including filing fees, registration fees and similar disbursements, provided that such expenses and costs have been approved in advance by the Customer.

5.4 Customer shall pay each invoice submitted by Covrig Counsel within thirty (30) days of the invoice date to a bank account nominated in writing by Covrig Counsel.

5.5 All Charges and other sums payable under the Contract are exclusive of value added tax (VAT). VAT shall be payable by the Customer in addition to such Charges and other sums at the applicable rate, subject to receipt of a valid VAT invoice.

5.6 Without prejudice to any other right or remedy that Covrig Counsel may have, if the Customer fails to make a payment due to Covrig Counsel under the Contract by the due date:

1. (a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum. Interest under this Clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time; and

2. (b) Covrig Counsel may suspend all or part of the Services until payment has been made in full.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.8 Tokens. Where an Order Form provides for an allowance of Tokens:

1. (a) “Tokens” are units used to measure the substantive legal work included in a Plan Contract. They reflect Covrig Counsel’s estimate of the effort, complexity and process involved in a request, not a number of hours, and have no cash value.

2. (b) The allowance of Tokens stated in the Order Form (the “Token Allowance”) is available in full from the start of each period of three (3) months beginning on the service-start date stated in the Order Form (each a “Service Quarter”). Tokens not used by the end of a Service Quarter expire, and no Tokens are carried forward, refunded or credited, including on termination.

3. (c) Before starting a substantive request, Covrig Counsel will tell the Customer the estimated number of Tokens, and that estimate is the number of Tokens the request uses. If the scope of the request changes materially, Covrig Counsel will tell the Customer the revised estimate before doing further work. Brief questions within the scope of the Plan Contract that Covrig Counsel can answer from its existing knowledge, without substantive research or document review, and short clarifications on work already underway, ordinarily use no Tokens. Related small questions may be treated as one request.

4. (d) If a request would exceed the remaining Token Allowance, Covrig Counsel will not start it until the Customer has reprioritised other work, approved additional Tokens at the price stated in the Order Form or otherwise agreed in writing, or approved a separate Order Form for the work. Additional Tokens may only be used in the Service Quarter for which they are approved.

5. (e) Same-day, weekend or other urgent work is subject to availability and to an additional Token allocation or fee agreed in writing before the work starts.

6. (f) Covrig Counsel will schedule work within the active-matter limit stated in the Order Form, and will start further matters as earlier ones are completed or reprioritised.

7. (g) Covrig Counsel may act on instructions from the individuals named as authorised users in the Order Form or later notified by the Customer in writing (“Authorised Users”). Only Authorised Users may give new instructions or change priorities; other employees of the Customer may provide information on matters already instructed.

8. (h) Onboarding uses the number of Tokens from the first Service Quarter’s Token Allowance agreed in the Order Form.

5.9 Where an Order Form specifies a fixed fee, that fee covers only the Services, Deliverables and assumptions described in the Order Form. If the Customer asks for work outside that scope, or an assumption in the Order Form proves incorrect, Covrig Counsel will tell the Customer and will carry out the additional work only once the Customer has approved it in writing, which may be by email. The additional work will be charged at the fee or Token allocation agreed for it or, if none is agreed, at Covrig Counsel’s hourly rates set out in the Order Form.

5.10 Covrig Counsel may change the Charges or the Token Allowance for a Plan Contract with effect from the start of a Service Quarter by giving the Customer at least thirty (30) days’ written notice. If the Customer does not accept the change, it may terminate the Plan Contract by written notice given before the change takes effect, with effect from the end of the current Service Quarter.

5.11 Unless the Order Form states otherwise, the Charges for a Plan Contract are payable in full for any notice period and are not apportioned or refunded for part of a month.

5.12 Where an Order Form provides for Charges on a time basis: (a) time is recorded in units of six (6) minutes and charged at the hourly rates set out in the Order Form; (b) any estimate is not a fixed fee or a cap, but Covrig Counsel will tell the Customer promptly if it expects the Charges to exceed the estimate by more than ten per cent (10%), and will not do further work beyond that point without the Customer’s approval, which may be given by email; and (c) unless the Order Form states otherwise, Charges are invoiced monthly in arrears with a summary of the time recorded.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Subject to Covrig Counsel receiving payment of all Charges attributable to the Deliverables, Covrig Counsel hereby assigns to the Customer with full title guarantee all Intellectual Property Rights in the Deliverables, excluding any Background IPR. All Background IPR shall remain vested in Covrig Counsel. Covrig Counsel hereby grants to the Customer a non-exclusive, royalty-free, non-transferable (except in accordance with Clause 11.1), perpetual licence to use, copy and modify the Background IPR for the purpose of receiving and exploiting the Services and Deliverables for its internal business purposes.

6.2 The Customer and its licensors retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants Covrig Counsel a non-exclusive, royalty-free licence, with the right to grant sublicences, to use, copy and modify the Customer Materials during the term of the Contract for the purpose of providing the Services to the Customer. The Customer warrants and represents that Covrig Counsel's use of the Customer Materials in the performance of the Services will not infringe the rights of any third party.

6.3 The Customer shall indemnify and hold harmless, Covrig Counsel against all Losses incurred by Covrig Counsel as a result of any claim that the supply, receipt or use of the Customer Materials infringes the Intellectual Property Rights of any third party. The Customer shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Customer Materials for a purpose not authorised by the Customer.

7. DATA PROTECTION

7.1 Each party shall comply with Data Protection Laws in its processing of personal data under or in connection with the Contract.

8. LIMITATION OF LIABILITY

8.1 Subject to Clause 8.4, and unless a different amount is agreed in the Order Form, Covrig Counsel’s total aggregate liability under or in connection with each Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and including interest and costs, shall not exceed the greater of: (a) £10,000; and (b) the Charges paid or payable under that Contract in the twelve (12) months before the event giving rise to the first claim.

8.2 Neither party shall be liable under or in connection with the Contract in contract, tort (including negligence) or otherwise for loss of profit or indirect or consequential loss, including but not limited to (a) loss of profits (including loss of anticipated savings); (b) loss of business or business opportunity; (c) loss of use or corruption of software, data or information; (d) loss of or damage to goodwill; or (e) indirect or consequential losses.

8.3 To the extent that Covrig Counsel's performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its agents, consultants or other suppliers (“Customer Default”), Covrig Counsel shall not be in breach of the Contract nor liable for any Losses incurred by the Customer as a result of its performance being prevented or delayed.

8.4 Nothing in the Contract limits or excludes: (a) liability for death or personal injury; (b) liability for fraud or fraudulent misrepresentation; (c) any liability that cannot legally be limited; or (d) the Customer's liability for its payment obligations under the Contract.

8.5 The Customer agrees that it will not bring any claim personally against any director, employee or consultant of Covrig Counsel (including any solicitor who provides the Services) in respect of Losses suffered in connection with the Services. This Clause 8.5 does not limit the liability of Covrig Counsel itself for the acts or omissions of those individuals, or any liability that cannot be limited or excluded by law.

8.6 Where any loss suffered by the Customer is caused partly by Covrig Counsel and partly by any other person (including the Customer, its other advisers or any local counsel), Covrig Counsel’s liability shall be limited to such proportion of that loss as is just and equitable having regard to the extent of its responsibility, and shall not be increased because any other person is unable to pay, has limited its liability to the Customer, or is not a party to any proceedings.

9. TERMINATION

9.1 Subject to any Initial Period agreed in an Order Form, without affecting any other right or remedy available to it, either party may terminate this Contract by giving the other party not less than thirty (30) days’ written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by notifying the other party if:

1. (a) the other party is in material breach of the Contract where:

   1. (i) the breach is not capable of remedy; or

   2. (ii) the breach is capable of remedy and is not remedied within thirty (30) days by the other party after being notified to do so;

2. (b) the other party becomes insolvent, enters administration, liquidation or bankruptcy, makes any arrangement with its creditors, has a receiver appointed over its assets, or becomes subject to any similar insolvency process in any jurisdiction; or

3. (c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9.3 Without affecting any other right or remedy available to it, Covrig Counsel may terminate the Contract with immediate effect by notifying the Customer if the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than fifteen (15) days after being notified to make such payment.

9.4 Without affecting any other right or remedy available to it, Covrig Counsel may suspend the supply of Services if the Customer becomes, or Covrig Counsel reasonably believes that the Customer is about to become, subject to any of the events listed in Clause 9.2(b) or Clause 9.2(c).

9.5 Clause 9.1 does not entitle Covrig Counsel to terminate a Project Contract. Covrig Counsel may terminate a Project Contract before completion only under Clause 9.2, Clause 9.3, Clause 12.3 or Clause 12.4.

9.6 A Plan Contract with a Token Allowance may not be terminated under Clause 9.1 with effect before the end of its first Service Quarter, which is its Initial Period unless the Order Form states otherwise. If such a Plan Contract terminates during a Service Quarter, other than by the Customer under Clause 9.2(a) for Covrig Counsel’s material breach, the Customer shall pay for the Tokens used from the Token Allowance in that Service Quarter in excess of the Paid Tokens. The excess is charged at the price for additional Tokens stated in the Order Form or, if none is stated, at the monthly fee divided by one third of the Token Allowance. The “Paid Tokens” are one third of the Token Allowance for each month of that Service Quarter for which the monthly fee is payable, including any part month.

10. CONSEQUENCES OF TERMINATION

10.1 On termination of the Contract, the Customer shall immediately pay to Covrig Counsel all of Covrig Counsel's outstanding unpaid invoices and interest and, where no invoice has been submitted for Services supplied, Covrig Counsel may submit an invoice, which shall be payable by the Customer immediately on receipt.

10.2 Termination of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect, including Clause 6 (Intellectual Property Rights), Clause 8 (Limitation of Liability), this Clause 10 (Consequences of Termination), Clause 11.2 (Confidentiality), Clause 11.3 (Entire Agreement), Clause 11.9 (Governing Law and Jurisdiction) and Clause 12 (Professional Matters).

10.4 If a Project Contract is terminated before the Services are completed, the Customer shall pay Covrig Counsel, in addition to any amounts already due, a fair and reasonable proportion of the fixed fee reflecting the work carried out up to the date of termination, except where the Customer terminates under Clause 9.2(a) for Covrig Counsel’s material breach.

11.GENERAL

11.1 ASSIGNMENT AND OTHER DEALINGS

1. (a) The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of Covrig Counsel.

2. (b) Either party may, after giving prior notice to the other party, assign, novate or transfer any of its rights and obligations under the Contract to:

   1. (i) an Affiliate of that party from time to time; or

   2. (ii) any person to which it transfers that part of its business to which the Contract relates provided that doing so will not materially affect the performance of the Contract.

3. (c) Covrig Counsel may subcontract or delegate any or all of its obligations under the Contract to any third party, provided that it:

   1. (i) only subcontracts or delegates obligations to reputable third parties; and

   2. (ii) remains responsible for the performance of the Contract and liable for all acts and omissions of third parties to which it subcontracts or delegates obligations as if they were its own.

11.2 CONFIDENTIALITY

1. (a) Each party undertakes that it shall not at any time during the Contract, and for a period of two (2) years after termination of the Contract (or, in the case of Covrig Counsel, at any time after termination), disclose to any person any Confidential Information of the other party, except as permitted by Clause 11.2(b).

2. (b) Each party may disclose the other party's Confidential Information:

   1. (i) to those of its and its Affiliates' employees, officers, representatives, contractors, subcontractors, insurers or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (“Representatives”). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this Clause 11.2, and shall be liable for any act or omission of any Representative as if it were an act or omission of its own; and

   2. (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. (c) Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

11.3 ENTIRE AGREEMENT

1. (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

2. (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

11.4 VARIATION.

Covrig Counsel may vary these Terms and Conditions from time-to-time by posting an updated version at www.covrigcounsel.co.uk/terms. Any variation will apply only to Order Forms entered into after the updated version is posted, unless Covrig Counsel gives the Customer at least thirty (30) days’ written notice of the variation, in which case it will apply to the existing Contract from the end of that notice period.

11.5 Waiver.

A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.

11.6 Notices.

1. (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

   1. (i) delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office; or

   2. (ii) sent by email to its primary contact for the Contract.

2. (b) All notices to Covrig Counsel shall be sent to the following email address: legal@covrigcounsel.co.uk.

11.7 Third party rights. This Contract does not give rise to any rights of any third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. However, the individuals referred to in Clause 8.5 may enforce that Clause, although the parties may vary or rescind the Contract without their consent.

11.8 Relationship of the parties. Nothing in these Terms and Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.9 Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts in London.

12. PROFESSIONAL MATTERS

12.1 Regulatory status. The Services are provided by solicitors of England and Wales who are individually authorised and regulated by the Solicitors Regulation Authority (SRA). Covrig Counsel Ltd is not itself authorised or regulated by the SRA. The SRA’s rules continue to apply to the individual solicitors who provide the Services.

12.2 What this means for the Customer. Because Covrig Counsel Ltd is not an SRA-authorised firm: (a) Covrig Counsel does not carry out reserved legal activities (including the conduct of litigation, rights of audience in court, reserved instrument activities and probate activities) and will refer the Customer to an authorised firm where these are needed; (b) the Customer will not be able to apply to the SRA Compensation Fund in respect of the Services; and (c) Covrig Counsel’s professional indemnity insurance is not required to meet the SRA’s Minimum Terms and Conditions. At the date of these Terms and Conditions, Covrig Counsel maintains professional indemnity insurance in respect of the Services with a limit of indemnity of £1,000,000 for each and every claim, subject to the terms, exclusions and limits of the policy. Further details are available on request.

12.3 Professional obligations. Nothing in the Contract requires Covrig Counsel or any solicitor providing the Services to act in breach of their professional obligations, including under the SRA Standards and Regulations, which shall prevail in the event of any conflict with the Contract. Covrig Counsel may decline to act, or cease to act, where a conflict of interest arises or where it is otherwise required or entitled to do so by those obligations, and the Customer shall pay for Services supplied up to that date.

12.4 Client checks. The Customer shall promptly provide such information and documents as Covrig Counsel reasonably requires to verify the identity of the Customer and its directors and beneficial owners and to carry out sanctions screening. Covrig Counsel may decline to start, or may suspend, the Services until those checks are completed to its reasonable satisfaction, and may terminate the Contract with immediate effect if it reasonably believes that continuing to act would breach any applicable law. Covrig Counsel may make any disclosure that it is required by law to make, shall not be liable to the Customer for doing so, and may be prevented by law from telling the Customer that it has done so.

12.5 Complaints. If the Customer is unhappy with any aspect of the Services or the Charges, it should contact Mihai Covrig at legal@covrigcounsel.co.uk. Covrig Counsel will acknowledge a complaint within ten (10) working days and aim to respond in full within eight (8) weeks. If the Customer remains dissatisfied, it may be entitled to complain to the Legal Ombudsman (www.legalombudsman.org.uk), normally within six (6) months of Covrig Counsel’s final response and no more than one (1) year after the problem occurred or the Customer should reasonably have become aware of it. Concerns about a solicitor’s professional conduct may also be raised with the SRA (www.sra.org.uk).

12.6 Business customers. The Customer confirms that it is entering into the Contract for the purposes of its trade, business or profession and not as a consumer.