Terms of Business
Last updated 27.03.2025
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The legally binding agreement between us (the "Contract") is made up of:
Our advice is for you, the client named in the Retainer/Engagement Letter, and for no one else. We do not accept or assume responsibility to anyone other than the clients identified in our Retainer/Engagement Letter. Unless we agree otherwise in writing, you must not share our advice with anyone else.
We may update these Terms at any time. If we do so, we will provide you with a copy of any amended terms and the date they take effect, which will be at least 30 days from the date we send them to you, you can contact us to terminate your instruction before the changes take effect.
ClearDraft provides legal and compliance support but is not regulated by the Solicitors Regulation Authority (SRA). This means formal SRA protections (such as the SRA Compensation Fund and the Legal Ombudsman) do not apply to the services we provide. We are also not subject to the SRA Accounts Rules. We will, however, provide you with independent advice in accordance with the terms of the Contract.
We will carry out the work you ask us to do with all reasonable skill and care. Our services typically include the following services, as more fully set out in the Retainer/Engagement Letter:
We only advise on matters within the scope of your instructions, as set out in the Retainer/Engagement Letter. Our services do not include:
We are not a proof-reading service, and will not review the document for technical or factual accuracy, breach of copyright, or appropriateness. We will not be advising on any legal issues other than those that we have agree to advise on within the Contract. For example, we are not advising on any public order or anti terrorism offences.
Our advice is based on the law and regulations in existence at the time the advice is given. We are not obliged to notify you of any subsequent changes in the law or regulation unless we expressly agree to do so.
You must provide us with all information and instructions reasonably required for us to advise you fully. You must ensure this information is and remains true, accurate, and not misleading in all material respects. We will not check the accuracy or completeness of such information unless we have expressly agreed to do so. You should not assume that information or documents which have previously been given to us or matters on which we have previously advised will be known to those instructed on a new matter.
If you are a corporate client, we will assume that any of your directors, officers, employees, or representatives are fully authorised to instruct us on your behalf, unless you notify us otherwise in writing.
You are responsible for ensuring you have all necessary rights to supply us with the content and information you provide, and that our use of that information will not infringe any third-party rights or breach any law or regulation.
Our charges are usually based on the amounts set out in your Retainer/Engagement Letter. If we agree to charge on a time-spent basis, time is recorded in units of six minutes and charged at the applicable hourly rate, which we will notify you of in advance.
We are entitled to charge you for all reasonable expenses and external costs (disbursements) incurred while providing our services, including but not limited to:
We take your initial instructions to us as authority to incur reasonable expenses without further reference to you. We shall be entitled to charge you for reasonable time spent by us in responding to data subject access requests or other data subject requests which relate to or arise from services provided by us.
Our invoices are payable in pounds sterling within 10 days of receipt. If an invoice is disputed, the undisputed part must still be paid within 10 days. If we incur Counsels' fees, or other disbursements on your behalf, we shall re-charge such fees to you on the next applicable invoice. We shall have no obligation to pay such fees until you put us in funds by paying our invoice. If you fail to pay that invoice on time, you shall be liable for any interest charged by the supplier in respect of such disbursements.
If any undisputed invoice is not settled within 10 days, we reserve the right (until settlement in full) to:
You are responsible for all bank charges on payments made in settlement of our invoices, and you should include a sum to cover such charges in your remittance. However, if work undertaken or expenses incurred during that period are by mistake not included in the invoice, we reserve the right to submit a supplementary invoice, or credit the original invoice and submit a revised invoice.
If we agree to act for more than one client on a matter, you will each be jointly and severally liable for our invoices. If a third party is paying our invoices, you remain primarily liable for any unpaid amounts.
VAT will be added to all fees and expenses where applicable at the prevailing rate.
We will treat everything you tell us, all documents and information you provide, and all AI outputs/artifacts relating to your instruction as strictly confidential information. We will only disclose this information :
Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. If you do not wish your file to be used in this way, please let us know as soon as possible.
We owe all of our clients the same duty of confidentiality as is set out under these terms. This may mean that we have information material to your matter which we cannot disclose to you, as it belongs to another client. Likewise, we will not disclose your confidential information to other clients, even if it is material to their matters.
We consider that our advice is subject to legal professional privilege, which protects it from production in civil or criminal proceedings. To maximize the likelihood of this information being treated as privileged, you must keep our advice confidential and not disclose it to any third parties or other persons in your organization who do not need to see the advice.
When using hosted AI services, our terms with the providers of such services will require them to:
We do not permit third-party providers to use your content for their own product improvement.
We maintain secure systems for your content and data, including:
Retention: We store client files for a minimum period of six years after the conclusion of the matter. Unless you instruct us to the contrary, we may destroy paper documents and scan them onto our system to be stored electronically. Following the minimum period of six years, our file may be destroyed without further reference to you.
You retain all ownership of your content (scripts, materials, etc.) that you provide to us. You grant to us a non-exclusive, royalty-free licence to use, copy and modify the content during the term of the Contract for any purpose as set out in and subject to clause 5, and to retain the content in accordance with the terms of this Contract, and make use of it as necessary in investigating and defending and claim, potential claim or regulatory action to which we are subject. We may grant sublicences of the content to our suppliers where necessary for the performance of the services subject always to clause 5.3.
The materials and advice that we generate for you are protected by copyright that belongs to ClearDraft. The fee you pay us entitles you to make use of those materials only for the purpose for receiving and using the materials and advice in your business. We shall retain ownership of the copyright in any materials or advice that we provide.
All copyright, trademarks, and other intellectual property rights in the Site (including its design, arrangement, look and feel, and content) shall remain at all times the property of ClearDraft Ventures Limited or our licensors.
Our maximum aggregate liability to you for any loss, damage, costs, and expenses (including interest and costs) arising out of or in connection with any single matter or any group of connected matters is £3 million or such other limit set out in your Retainer/Engagement Letter (but not less than £3 million). You acknowledge this limit applies to the total of all claims you make against us, whether or not the claims relate to one or more acts or omissions. For the purposes of determining our maximum liability all claims arising from the same act or omission or from a series of related acts or omissions or from the same act or omission in a series of related matters or transactions will be regarded as one claim. This clause 7.1 is subject to clause 7.5.
You agree that any claim for loss arising from our services will be against ClearDraft Ventures Limited only. You agree not to bring any claim (including in negligence) against our officers, employees, consultants, or members as individuals in their personal capacity in connection with any loss or damage suffered in connection with our services.
We will not be liable, 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:
This clause 7.3 is subject to clause 7.5.
If we and your other advisers are jointly responsible for a loss, our liability will be limited to a just and equitable proportion of your total loss, calculated by reference to the extent of our responsibility.
If you have engaged other professional advisers to represent or advise you on a matter and you agree with any of them that their liability to you will be limited, our liability to you will not exceed the amount which would have applied in the absence of that limitation. This clause 7.4 is subject to clause 7.5.
Nothing in these Terms excludes or limits any liability for fraud, or for death or personal injury caused by our negligence, or any liability that cannot legally be limited.
Any advice or opinions we give concerning the outcome of your legal, regulatory, or compliance matters or the risk profile of any proposed activities are expressions of professional judgment, but they are not guarantees.
Our role does not include advising you on business, commercial, financial, or strategic issues. Where we make an assessment of the likely risk associated with different courses of action, you alone must decide the appropriate course of action and whether the associated risk is acceptable to you. We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms and Conditions of Business and our Retainer/Engagement Letter.
We are required to comply with all relevant money laundering and counter-terrorist legislation. This means we must be satisfied as to your identity and, for corporate clients, the identity of other persons such as directors and beneficial owners. If you or they do not provide us with the required information promptly, your matter may be delayed. You agree that if you cannot provide us with satisfactory identification, we will not be able to act for you. You must not send us any money (or ask another party to do so) until we have told you these checks have been completed or have otherwise asked you to do so.
We carry out conflict of interest checks before starting work. If a conflict of interest with another client arises during a matter, we will discuss the position with you. In some circumstances, we may have to cease acting for you. You agree that we may act for third parties that compete with you, provided that doing so does not give rise to a legal conflict of interest.
While we take anti-virus precautions, we cannot guarantee the security or effectiveness of electronic communications. You agree that we will not be liable for loss or damage if our electronic communications are intercepted, infected, or delayed outside our reasonable control.
If at any stage you have any issue or concerns with our work, please first contact your ClearDraft contact or if you prefer, contact resolutionmanagement@cleardraft.com.
The Contract shall be governed by the laws of England and Wales. Any claim or dispute arising under this Contract shall be subject to the jurisdiction of the English courts.
If any provision in these Terms or the remainder of the Contract is or becomes invalid, illegal, or unenforceable, then it shall, to the extent required, be deemed ineffective, and the validity of the remaining provisions shall not be affected in any way.
If any dispute arises out of or in connection with your instructions, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure before commencing court proceedings.
Notwithstanding any other provision in these Terms, nothing shall prevent us from applying to a court of competent jurisdiction for the recovery of fees and expenses, including those of any third party, incurred on a matter on which you have instructed us.
A person who is not our client has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, except that any employee, consultant, or member of ClearDraft may enforce the limitation of liability provisions. Unless otherwise agreed in writing, our advice and any documents we prepare are for use only in connection with the specific matter on which we are instructed, and can only be relied on by you.
We do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you.
Neither you nor we will be liable for a failure to perform our obligations under the Contract if the failure is due to causes outside our reasonable control.
You may terminate our engagement on any matter in writing at any time. We may cease acting for you on any or all matters with good reason and on reasonable written notice.
We may also cease acting for you if we discover a conflict of interest, if to proceed would otherwise be contrary to legal or regulatory duties, or for any other good reason. If you terminate your instructions, or we stop acting for you , you must pay all fees and expenses incurred up to the point of termination, as well as any charges we incur after termination. You will also be liable for the costs incurred in transferring your files to another advisor should that situation arise.
All accrued rights and liabilities, including those under clauses 4 (Fees and Billing), 5 (Confidentiality and Data Security), and 7 (Limitation of Liability), shall survive and remain in full force and effect notwithstanding termination
