1.    Introduction

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This document sets out the standard terms and conditions applicable to the engagement of SuLe Hub Limited (the “Engagement”) along with any other communication or notice available to you throughout our website, on email or any other communication platform (the “Standard Engagement Terms"). Unless otherwise agreed with you, these Standard Engagement Terms, will apply to any future instructions you give to us.

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Nothing in these Standard Engagement Terms will apply to the extent that their enforcement would result in a breach of applicable law or regulation. Each provision of these Standard Engagement Terms will be enforceable independently of each of the others, and the validity of any provision will not be affected if any of the others is invalid.

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If there is a conflict between these Standard Engagement Terms and the Engagement Letter, the Engagement Letter shall prevail.

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SuLe Hub Limited is a company incorporated in England and Wales with registered number 08377963 and registered office at 128 City Road, London, United Kingdom, EC1V 2NX.

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2.    Instructions

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We will assume, unless you instruct us to the contrary, that any of your directors or employees who gives us instructions is authorised to do so and that we may act on instructions given orally. Where appropriate we may be required to verify the identity of such persons in accordance with our professional obligations under prevailing client identification procedures.

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Our responsibility in any matter under this engagement is only to the particular client who gives us instructions. SuLe Hub Limited shall not be under any duty to, nor have any responsibility towards, any other person in connection with any matter.

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3.    Information

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We will, in order to effectively advise you, need to obtain a significant amount of information from you and your other professional advisers. To enable us to carry out the Engagement as efficiently as possible, you should ensure that all information provided is complete, accurate and up to date, and is supplied as quickly as possible.

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You should notify us as soon as possible of any changes or variations to that information which may arise after the date it is passed to us, as well as of any new circumstances which might be relevant to the work we are undertaking. We will not be responsible for any liability occasioned from the services we have provided where the liability has arisen as a result of any errors, omissions or inaccuracies in the information you have provided to us.

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4.    Electronic communications

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During the Engagement we may from time to time communicate electronically with each other using unencrypted email. The electronic transmission of information cannot be guaranteed to be secure orvirus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazard.

We confirm that we each accept the risks of and authorise electronic communications between us. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and we shall (in each case including our respective partners, members, directors, consultants, employees and agents) have no liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information. If you would prefer us not to use electronic communication, please let us know in writing.

The exclusion of liability in the previous clauseshall not apply to the extent that any liability arises out of acts, omissionsor misrepresentations which are in any case criminal, dishonest or fraudulenton the part of our respective partners members, directors, employees or agents.

We may also monitor communications in order to establish facts, to determine that communication using our systems are relevant to our business or to comply with applicable laws or regulations.

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5.    Financial Services and Markets Act 2000

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We are not authorised under the Financial Services and Markets Act 2000 ("FSMA") by the Financial ConductAuthority or the Prudential Regulatory Authority. The Law Society of England & Wales (“TLS”) is a designated professional body for the purposes of FSMA but responsibility for regulation and complaints handling has been separated from TLS’s representative functions. The Solicitors Regulatory Authority (“SRA”) is the independent regulatory body of TLS. Our lawyers are regulated by the SRA, however SuLe Hub Limited as an entity is not registered nor authorised by the SRA.

SuLe as a company does not provide legal advice, however our lawyers will each be providing legal advice to you. Each lawyer is regulated and authorised by the appropriate authority and has their own professional indemnity insurance coverage.  Their role is as legal adviser and they will not be responsible for advising you on non-legal matters. You will be responsible for deciding whether documents or advice prepared or reviewed by our lawyers meets your commercial objectives, as it is not our function to give advice on the commercial merits of entering into investment transactions or exercising investment rights, or to act as a broker or arranger of transactions; the remit of our services is limited to advice on legal issues.

When providing our services, we will assume that your decision to consider, discuss or negotiate a proposed investment transaction, and any decision actually to enter into an investment transaction, is made by you solely on the basis of your own assessment of the transaction, and any advice which you may receive from a person authorised under FSMA.

Nothing we write or say should be construed as an invitation or inducement to engage in investment activity nor will we communicate any such invitation or inducement on your behalf

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6.    Fees

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Fee quotations are exclusive of applicable taxes and exclusive of disbursements. Any estimates are given in good faith, but, unless otherwise agreed, final quotations may be higher or lower than initial quotations given.

Should a matter not be carried through to completion then a charge will be made in respect of the work that has already been completed. VAT or similar taxes would be payable on that amount and you would also be billed for any disbursements incurred.

Your liability to us to pay any such fees, costs and expenses is limited to the extent set out in these Standard Engagement Terms.

If in the course of acting for you or following termination of a retainer, a third party seeks access to documents held by our firm, or seeks to interview any individual in connection with any work done for you, we or they may be required as a matter of law to deal with their request.In such circumstances, we will notify you and seek your instructions if possible, but if it is not practicable to do so, we will proceed on the basis that you are not prepared to waive confidentiality or privilege and that we or they should comply with the request only to the extent we or they are required to do so. You will be responsible for any charges in dealing with any such request.

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7.    Invoice payment terms

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Our invoices are payable upon request and we will not commence work unless the invoice has been paid, unless otherwise agreed. Payment can be made via bank transfer or payment card.

You will pay us the full amount of any invoice, without withholding or deduction of, or in respect of, any tax or charges or other amounts unless required by law. If any such withholding or deduction is required by law, you will pay us such additional amount that ensures that we receive full payment (after any such withholding or deduction) of the amount stated on our invoice. In circumstances where you have grossed-up any payment, to the extent we subsequently recover all or part of the withholding taxes from the relevant tax authority, we shall remit the amount received (net of any tax thereon) to you.

Invoices should be paid in the currency in which they are denominated, save with our prior agreement. If bills are not settled in that currency, we reserve the right to ask you to account for any shortfall caused by converting the payment into that currency.

You will also remain liable to pay our fees even if a third party has agreed, or been ordered, to pay them.

Where we are engaged by two or more clients, each client is jointly and severally liable for payment of the full amount of any invoice, or disbursements.

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8.    Disbursements and other charges

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Our disbursements and other charges as they may occur will be discussed with you prior to them being charged to you. Once agreed, these disbursements shall be paid by you before we begin the work.

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9.    Termination

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You may terminate your instructions to us in writing at any time, but we will be entitled to keep all your papers and documents while there is money due to us for our costs and expenses.

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In some circumstances, you may consider we ought to stop acting for you, for example, if you are unable to give clear or proper instructions as to how we are to proceed or if for any reason you have lost confidence in the way in which we carry out your work.

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We may decide to stop acting for you, prior to delivery of our final invoice, only with good reason; for example, if you do not pay an interim bill or comply with our request for a payment on account, or if we cannot receive proper instructions from you. We must give you reasonable notice that we will stop acting for you.

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If you or we decide that we will no longer act for you, you will pay our outstanding charges up to the termination date as set out above.

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10.    Conflicts

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Conflicts between our duties to you and those of another client occasionally arise, or between our interests and your interests. If such a conflict arises, we might have to cease acting for you. Whilst it is difficult for us to anticipate all situations which you might perceive to involve such a conflict (and you should please notify us promptly if you consider that there may be a potential conflict), one may arise because:

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i.         we have discovered information while acting for another client which we would normally be bound to disclose to you; and

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ii.        disclosure conflicts with our duty to that other client.

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If a conflict does arise, we have the right to withhold that information and terminate the Engagement. We may also cease to act in a particular matter for the other client involved. All fees and disbursements up to the date of termination will be charged and become due, as set out above.

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Subject to our compliance with professional rules, we should not be precluded, prevented or restricted by virtue of our relationship with you from advising other clients, including clients whose interests may be adverse to your own and companies that you might wish to acquire or invest in.

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11.    Confidentiality

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We shall keep your affairs and the information you give us that is not in the public domain strictly confidential, unless disclosure is required or permitted by law. You agree that we may:

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i.         disclose certain information as required by any supervisory authority, auditors, professional indemnity insurers, bankers or professional advisers, or disclosure where ordered by a court of law, providing that such disclosures are made on a confidential basis in so far as is possible;

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ii.        as contemplated by the engagement letter, share your confidential information with our legal advisors and share confidential information with any other service providers and /or local counsel whom we instruct on your behalf;

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iii.       outsource support services (such as word processing, translation and photocopying) on the basis that our suppliers have agreed, or will agree, to keep any information they receive from us confidential. We may also outsource the provision of IT services to select service providers in order to make use of cloud-based storage of client files and other client confidential information (“Client Data”) in other jurisdictions (“Cloud Based Services”). Where we make use of Cloud Based Services, we will only transfer Client Data in accordance with applicable data protection legislation and on terms with the relevant service provider that requires Client Data to be encrypted and held securely and confidentially to our order on terms no less strict than those in place between you and us;

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iv.        instruct local counsel on your behalf and provide them with information and discuss your affairs with them and your other advisers, unless you specifically instruct us not to; and

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v.        from time to time, use at our discretion, external paralegals and consultants to assist with the work carried out under the engagement, unless you instruct us otherwise in writing.

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12.    Copyright in our documents

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Our correspondence with you and other documents received from or created for you in the course of your instructions, including copies, remain our property and we will retain copyright in all documents we draft, but we grant you a licence to use the documents for your own purposes. We will, of course, at your request, provide copies of any relevant papers, provided that all fees due have been paid and that, if the copying requested is extensive, you pay the cost of providing copies (including both professional time and document production charges).

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13.    Data protection

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The definitions and interpretations in the Data Protection Act 2018 apply to this clause.

In the course of our Engagement, you may give us, or we may collect personal data about you (where you are an individual) or about your staff and business partners (where you are a company or similar organisation). We will use this information to provide the legal services you have engaged us to provide. For more information on how we use such personal data, please request a copy of our privacy policy by contacting our Data Protection Officer at hello@sulehub.com. 

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Where you are a company or similar organisation and we collect personal data about your staff and business partners, the following provisions also apply:

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• You acknowledge that at all times we will be acting as a controller in respect of that personal data unless we specifically agree otherwise in writing; and
• Where you share personal data with us, you will ensure you do so in accordance with applicable law including (i) providing any individuals that are the subject of that personal data with appropriate notices about how their personal data will be used (including as specified in our privacy policy) and (ii) obtaining any necessary consents.

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14.    Inside information

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You will promptly notify us in writing, if any information which you provide us in connection with a new matter on which we are advising you constitutes, is likely to constitute, or becomes “inside information” (as defined by Article 7 of the Market Abuse Regulation), and where you have added the firm as an insider to an internal project insider list (other than in circumstances where solicitors or staff members are not already on your list of permanent insiders), in order that we can properly administer our own project insider lists. Where we receive such notification, we will apply appropriate measures for the purpose of complying with our obligations under the Market Abuse Regulation. You must also promptly inform us in writing, where any inside information previously disclosed to us ceases to be inside information.

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15.    Enforcement

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Each and every individual member, director, employee or consultant (past or present) of SuLe Hub Limited may directly enforce the provisions of these Standard Engagement Terms relating to them including under the Contracts (Rights of Third Parties) Act 1999.

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These Standard Engagement Terms, other than the paragraphs in respect of Liability of SuLe Hub Limited below, may be varied by us without the consent of the third parties referred to in this paragraph.

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The receipt by you of advice or services from SuLe Hub Limited will be deemed to be on these Standard Engagement Terms.

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16.    Liability of SuLe Hub Limited

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In respect of the Engagement, SuLe Hub Limited is responsible for the legal services provided by the us and by any individual member, director, consultant, contractor or employee.

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SuLe Hub Limited is responsible for the legal services provided by its individual members, director(s), consultants, contractors and employees on its behalf and no individual accepts any personal obligations or duty of care towards you or any other client in respect of such services.

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It is a fundamental provision of these Standard Engagement Terms that you agree that no individual has or will have any personal liability to you for the legal services provided by them on behalf of SuLe Hub Limited, and you agree not to bring a claim against such individual in respect of those services. SuLe Hub Limited accepts liability for the legal services provided by such individuals on its behalf. We refer to the Enforcement section directly above which entitles individuals to enforce these rights under the Contracts (Rights of Third Parties) Act 1999.

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If notwithstanding the above any individual incurs any personal liability to you in connection with services provided to you, you agree that the liability of each such individual shall be limited to the fullest extent permitted by any legal requirements or any rules of professional conduct applicable to him or her in the jurisdiction in which he or she practises as a lawyer.

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If SuLe Hub Limited, or an individual acting on our behalf, and another party are liable to you in respect of the same loss, the liability of SuLe Hub Limited or the relevant individual will not increase by reason of any limitation of liability that you have agreed with another party, or your inability to recover from that party (e.g. because of its insolvency), beyond what it would have been if no such limitation had been agreed and if that other party had paid its share in full.

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You agree, on behalf of yourself and each of your affiliates, that the aggregate liability of SuLe Hub Limited by reason of or arising out of anything done or omitted in relation to the Engagement shall be limited to three times the aggregate total professional fees SuLe Hub Limited (excluding VAT and disbursements) invoiced and paid in relation to that Engagement.

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In no event shall SuLe Hub Limited be liable to you or any third party for any consequential, incidental, indirect, special, or punitive damages, including but not limited to loss of profits, reputation, revenue, data, or business opportunities, even if we have been advised of the possibility of such damages. The limitation of liability and exclusion of consequential losses set forth in this clause shall apply to the fullest extent permitted by law, irrespective of the nature or cause of any alleged damages, and regardless of whether any remedy fails of its essential purpose. 

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Nothing in this clause shall limit or exclude liability for personal injury or death caused by SuLe Hub Limited’s negligence, or any other liability that cannot be excluded or limited under applicable law, or any rules of professional conduct applicable to us.

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You acknowledge that it is your responsibility to ensure the accuracy and currency of the information provided to us. You agree that you shall indemnify and hold us harmless against any claims, damages, or expenses arising from the provision of advice or services based on any outdated information provided by you to us.

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17.    Relationship with the Company and Successor Entities

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If, SuLe Hub Limited merges with another firm or transfers substantially all of its business to a partnership, a limited liability partnership or a company, you agree that SuLe Hub Limited may transfer the Engagement on substantially the same terms (so far as applicable) to the successor enterprise SuLe Hub Limited will notify you if such transfer occurs.

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18.    Third Party Rights

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The terms of this engagement are not intended to and do not confer any right on a third party under the Contracts (Rights of Third Parties) Act 1999, except as specifically provided above.

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19.    Applicable law and ADR

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The contract formed by this engagement when accepted by you shall be governed by, and construed in accordance with, English law.

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If we are unable to resolve any dispute between us, you and we will first try to resolve disputes through an alternative dispute resolution (“ADR”) procedure recommended (at either party’s written request; if not otherwise agreed) by the Centre for Effective Dispute Resolution. If the dispute is not resolved within 45 days of an agreement or request to use ADR, either party may begin legal proceedings.

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Subject to the above, it is hereby irrevocably agreed and accepted that the English courts shall have exclusive jurisdiction to settle any claim, difference or dispute (including without limitation, non-contractual obligations arising out of or in connection with their agreement, claims for set-off or counterclaims) which may arise out of or in connection with such contract. Each party irrevocably waives any claim that the action has been brought in an inconvenient forum or to claim that such courts do not have jurisdiction.

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Last edit January 2024