Terms of Business

Biz Right Ltd trading as LawRight

These Terms of Business (“Terms”) govern all engagements between Biz Right Ltd trading as LawRight (“we”, “us”, “our”) and the Client. They apply to all Projects, Support services, and any other services we provide, whether or not an Order Form is in place. Where an Order Form is issued, these Terms are incorporated by reference and apply in full. In the event of conflict, the Order Form prevails to the extent of that conflict only.

In these Terms, the following definitions apply:

“Agreement”  means these Terms together with any applicable Order Form or Statement of Work.

“Cancellation”  means the termination of a Confirmed Booking by either party, whether in advance or by failure to attend, where there is no intention (or no agreement) to deliver the same or equivalent Services on an alternative date.

“Client”  means the party identified on the Order Form, Statement of Work, or who has otherwise agreed to these Terms.

“Client Data”  means any data, documents, records, files, or content owned by, or relating to, the Client or its clients that is provided to us or accessed by us in the course of providing Services.

“Client Staff”  means employees, officers, contractors, and other authorised representatives of the Client.

“Confirmed Booking”  means a session, visit, milestone, or delivery date that has been agreed in writing between the parties and for which full payment has been received by the Consultant, or which has been expressly confirmed in writing by the Consultant pending payment.

“Consultant”  means Biz Right Ltd trading as LawRight, a company registered in England and Wales (Company No. 10822277) with its registered office at 2a Connaught Avenue, London, United Kingdom, E4 7AA.

“Deliverable”  means any work product, output, documentation, configuration, migration, or other material produced by the Consultant as part of a Project or Support engagement, as specified in the applicable Order Form or Statement of Work.

“Directly Affected Bookings”  means any Confirmed Bookings, beyond the specific session or milestone subject to a Cancellation or Reschedule, that cannot proceed as planned as a direct consequence of that Cancellation or Reschedule — including preparatory sessions, follow-on sessions, sequential milestones, or any other bookings whose delivery is contingent on the cancelled or rescheduled session having taken place.

“Intellectual Property Rights”  means all patents, rights to inventions, copyright and related rights, trade marks, trade secrets, know-how, database rights, design rights, and all other intellectual property rights, whether registered or unregistered.

“Mid-Phase Fee”  means the fee payable by the Client where a Cancellation is effected during an active Project Phase, calculated as the Consultant’s then-current standard hourly rate multiplied by the total time recorded against that Project Phase up to and including the date notice of Cancellation is received, together with any non-recoverable costs already committed by the Consultant in connection with that Project Phase.

“Order Form”  means a document issued by the Consultant setting out the Services, fees, and other commercial terms for a particular engagement, which incorporates these Terms.

“Project”  means a defined, time-limited or outcome-limited scope of work as described in an Order Form or Statement of Work, which may include (but is not limited to) software implementation, configuration, data migration, integration, customisation, training, and associated consultancy.

“Project Phase”  means a distinct stage of a Project with defined Deliverables and a corresponding payment milestone, as set out in the applicable Order Form or Statement of Work. A Project Phase begins when the Consultant commences work on the activities assigned to that stage and ends when the relevant Deliverables are completed and accepted, or when the Agreement is terminated.

“Reschedule”  means the moving of a Confirmed Booking from its agreed date or time to a different date or time, by agreement between the parties or at the request of one party, where there is a clear intention to deliver the same or equivalent Services on the revised date.

“Services”  means any or all of the Project work, Support, and any other professional services provided by the Consultant under an Agreement.

“Statement of Work”  means a document, schedule, or written communication agreed between the parties setting out the scope, deliverables, and timeline for a Project or other engagement.

“Support”  means ongoing or periodic assistance, advice, troubleshooting, maintenance, helpdesk access, or other post-project services provided by the Consultant, as described in an Order Form or Statement of Work.

“Vendor”  means any third-party software provider or platform relevant to the Services, including but not limited to legal practice management, accounting, or productivity software providers.

• The Consultant shall provide the Services to the Client in accordance with these Terms and any applicable Order Form or Statement of Work.

• The Consultant shall provide Services with reasonable care and skill.

• The scope of each engagement will be set out in an Order Form or Statement of Work. Any activity, request, or work that falls outside the agreed scope will be treated as an additional service and charged at the then-current standard hourly rate. It is the Client’s responsibility to ensure all Client Staff are aware of this provision.

• The Client shall provide all information, access, documentation, and co-operation reasonably requested by the Consultant within the timeframes specified. Failure to do so may result in delay, Cancellation, or Reschedule at the Consultant’s discretion (see section 9).

• The Client and Client Staff are solely responsible for attending and participating in Confirmed Bookings on time. Late attendance may result in Cancellation or Reschedule at the Consultant’s discretion (see section 9).

• Where the Client provides data (including opening balances, records, or configuration details) for input into any system, the Client is ultimately responsible for the accuracy and completeness of that data. The Consultant will act only on the information provided and is not responsible for errors arising from inaccurate or incomplete data supplied by the Client.

• Each Project will be governed by an agreed Order Form or Statement of Work setting out the scope, Deliverables, timeline, and fees.

• The Consultant will use reasonable endeavours to meet any agreed timelines; however, project timelines are estimates and may be subject to change due to factors outside the Consultant’s control, including dependencies on the Client, third-party Vendors, or other external factors.

• Any software, platform, or third-party licence required for a Project is the responsibility of the Client to obtain and maintain, unless expressly agreed otherwise in writing.

• Where software installation or configuration is carried out, the software will be deemed properly installed or configured unless the Client notifies the Consultant in writing of any defect within 14 days of completion.

• Any requests for data entry, migration, or installation support that are not expressly included in the agreed Project scope will be treated as additional services and charged at the then-current standard hourly rate.

• Project completion will be determined with reference to the Deliverables set out in the Order Form or Statement of Work. Acceptance by the Client will be assumed unless the Client raises written objections within 14 days of the Consultant notifying the Client of completion.

• Support services will be provided in accordance with the terms set out in the applicable Order Form or Statement of Work, which will specify the nature and scope of support, response expectations, and any applicable service parameters.

• Support engagements are subject to a fair use principle. Support is intended to assist the Client with questions and issues arising from normal use of agreed systems. It does not include project-scope work, new implementations, bespoke development, or work arising from changes introduced by the Client without prior agreement.

• Where a support request falls outside the scope of an active Support arrangement, such work will be treated as additional services and charged at the then-current standard hourly rate.

• The Consultant does not guarantee the resolution of all support requests, particularly where issues arise from third-party Vendor systems, Client-side infrastructure, or factors outside the Consultant’s control.

• Support arrangements are provided on a best-efforts basis unless a specific service level is expressly agreed in writing in the applicable Order Form.

• Either party may terminate an ongoing Support arrangement by giving not less than 30 days’ written notice, unless a different notice period is stated in the Order Form. Fees paid in advance for any remaining period following termination will be refunded on a pro-rata basis, subject to any applicable deductions under these Terms.

• The Consultant may subcontract any part of the Services to a suitably qualified third party at any stage.

• Any subcontractor will be subject to confidentiality obligations no less protective than those in these Terms.

• If the Client objects to subcontracting, they must notify the Consultant in writing prior to work commencing. The Consultant will use reasonable endeavours to accommodate such requests.

• All fees for Services are as set out in the applicable Order Form or Statement of Work.

• Additional services outside the agreed scope are charged at the Consultant’s then-current standard hourly rate. Time is recorded in 6-minute units.

• The hourly rate quoted at the point of signing an Order Form will remain applicable for up to three (3) months from that date. After this period, any further work will be charged at the then-prevailing standard rate. The Client should contact the Consultant for the current rate after this period.

• Travel costs are charged at £0.80 per mile. Travel time is charged at the then-current standard hourly rate. Overnight accommodation costs are charged at £35 per night. These costs will be booked and managed by the Consultant where applicable.

• All fees are exclusive of VAT (if applicable), unless expressly stated otherwise.

• Invoices will be sent to the email address specified by the Client and are payable within the period stated on the invoice.

• Unless otherwise stated in the Order Form, payment for Project services is due four (4) weeks prior to any service commencement date. Bookings are only confirmed upon receipt of full payment.

• Invoices for additional services not specified in an Order Form are payable within 14 days of the invoice date, unless otherwise agreed.

• The Consultant reserves the right to charge interest on overdue amounts at 8% above the Bank of England base rate per annum, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

• The Consultant reserves the right to suspend Services (including Support) where invoices remain unpaid beyond their due date and following reasonable written notice to the Client.

• A tentative booking may be taken when an Order Form or Statement of Work is signed and returned to the Consultant, unless the proposed dates fall within four (4) weeks of the date of signing.

• A Confirmed Booking is only established once full payment has been received in accordance with section 7, or the Consultant has expressly confirmed the booking in writing pending payment.

• Until a booking is confirmed, the Consultant reserves the right to allocate the relevant dates or resources to other clients.

The defined terms “Cancellation”, “Reschedule”, “Confirmed Booking”, and “Directly Affected Bookings” used in this section have the meanings given in section 1.

Notice

• Either party must give the other at least fourteen (14) days’ written notice to effect a Cancellation or Reschedule of a Confirmed Booking.

• Notice must be given in writing and is effective from the date it is received by the other party.

Client Cancellation or Reschedule

• If the Client effects a Cancellation or Reschedule of a Confirmed Booking within fourteen (14) days of the scheduled date, or fails to attend a Confirmed Booking without giving notice, a Cancellation and Reschedule Fee becomes payable.

• The Cancellation and Reschedule Fee is calculated as the total fees that would have been payable for the Confirmed Booking subject to the Cancellation or Reschedule, together with the fees attributable to all Directly Affected Bookings that can no longer be delivered as planned as a consequence, plus any non-recoverable costs already incurred by the Consultant in connection with those bookings (including but not limited to travel, accommodation, and third-party costs).

• For the avoidance of doubt, where a Cancellation or Reschedule disrupts a series of sequential or dependent sessions — such as multi-day implementations, phased training programmes, or milestone-based project stages — the Cancellation and Reschedule Fee applies to the full scope of affected work, not solely the session or milestone immediately cancelled or rescheduled.

• The Cancellation and Reschedule Fee must be paid in full before any further Confirmed Booking can be made.

• Current standard hourly rates are published at www.lawright.co.uk/terms.

Consultant Cancellation or Reschedule

• If the Consultant effects a Cancellation or Reschedule of a Confirmed Booking within fourteen (14) days of the scheduled date, no fee will be charged to the Client.

• Where the Consultant effects a Cancellation, the Client is entitled to a full refund of pre-paid amounts attributable to the cancelled work. Refunds are payable within 30 days of a written refund request from the Client.

Phased Payment Projects

• Where the fees for a Project are structured across Project Phases, with payment milestones tied to the completion of defined stages as set out in the Order Form, the provisions of this sub-section apply in addition to the standard Cancellation and Reschedule provisions above.

• The 14-day written notice requirement in this section applies to Cancellation at any point during a phased Project, including between Project Phases and during an active Project Phase.

• Where the Client serves notice of Cancellation during an active Project Phase — that is, after work on that Project Phase has commenced but before the milestone triggering the corresponding phase payment has been reached — the Client shall pay: (i) the standard Cancellation and Reschedule Fee for any Confirmed Bookings falling within the 14-day notice period, calculated in accordance with this section; and (ii) the Mid-Phase Fee for the active Project Phase.

• For the avoidance of doubt, the Mid-Phase Fee is payable regardless of whether the Project Phase milestone has been reached or a phase invoice has been issued. Time records maintained by the Consultant shall be the primary evidence of hours worked for the purpose of calculating the Mid-Phase Fee.

• Any phase payments already received by the Consultant at the point of Cancellation are non-refundable, as they relate to completed Project Phases for which the Consultant has fully performed.

• The Consultant will provide the Client with a written statement of time recorded against the active Project Phase within 7 days of receiving notice of Cancellation, or earlier upon written request.

• Refund requests may be submitted in writing at any time up to 14 days before a Confirmed Booking or Project commencement date.

• Travel and accommodation costs are non-refundable in all circumstances.

• All refunds are subject to a £30.00 administration charge, which will be deducted from the amount refunded.

• Any outstanding Cancellation and Reschedule Fees will be deducted from any refund due.

• Refunds for Support arrangements cancelled mid-term will be calculated on a pro-rata basis for unused pre-paid periods, subject to the deductions above.

• Each party agrees to keep confidential all non-public information received from the other party in connection with the Services (“Confidential Information”), and not to disclose such information to any third party without the disclosing party’s prior written consent.

• Each party may disclose Confidential Information to its employees, contractors, and advisers on a need-to-know basis, provided those individuals are subject to confidentiality obligations at least as protective as those in this section.

• The obligations in this section do not apply to information that: (i) is or becomes publicly available other than through breach of these Terms; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by law or by a regulatory authority.

• The Consultant will treat all Client Data as Confidential Information and will handle it in accordance with these Terms and the Consultant’s Privacy Policy.

• All Intellectual Property Rights in any Deliverables created specifically for the Client as part of a Project will, upon full payment of all applicable fees, vest in the Client, unless otherwise agreed in writing.

• The Consultant retains all Intellectual Property Rights in its pre-existing methodologies, tools, know-how, templates, documentation, and processes (“Background IP”). Nothing in these Terms transfers any rights in Background IP to the Client.

• Where Deliverables incorporate Background IP, the Consultant grants the Client a non-exclusive, royalty-free licence to use that Background IP solely to the extent necessary to make use of the Deliverables.

• Third-party software, platforms, and content remain subject to the relevant Vendor’s licence terms. The Client is responsible for obtaining and maintaining any licences required to use third-party software as part of the Services.

• Each party shall comply with its obligations under applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

• The Consultant’s Privacy Policy, available at www.lawright.co.uk/terms, sets out how we collect, use, and protect personal data in connection with our Services and forms part of these Terms.

• Where the Consultant processes personal data on behalf of the Client as a data processor, such processing will be governed by a separate Data Processing Agreement or the processor terms set out in the Privacy Policy.

• Nothing in these Terms limits or excludes liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

• Subject to clause 14(a), the Consultant’s total aggregate liability to the Client under or in connection with any Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client for the Services giving rise to the claim in the preceding twelve (12) months.

• The Consultant shall not be liable for any indirect or consequential loss, loss of profits, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, or loss of or damage to data or records, howsoever arising.

• The Client acknowledges that it has conducted its own due diligence and selected the Services based on its own assessment.

The Consultant will not be liable for any delay or failure to perform its obligations under these Terms arising from circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, storms, earthquakes, strikes, industrial action, acts of war or terrorism, epidemics, pandemics, failure of third-party suppliers (including Vendor outages, telecommunication failures, or power failures), or government action. The Consultant will notify the Client as soon as practicable of any such circumstances and will use reasonable endeavours to resume performance.

• These Terms come into effect when the Client signs an Order Form or Statement of Work, or otherwise accepts the Services, and remain in force for the duration of the engagement.

• Either party may terminate an Agreement for cause on written notice if the other party materially breaches the Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice requiring it to do so.

• The Consultant may terminate or suspend Services with immediate effect on written notice if the Client fails to make any payment when due.

• On termination for any reason: (i) the Client shall pay all fees for Services rendered up to the date of termination; (ii) each party shall return or destroy the other’s Confidential Information on request; and (iii) clauses that by their nature survive termination (including confidentiality, intellectual property, liability, and data protection) shall continue in full force.

These Terms (together with any applicable Order Form or Statement of Work) constitute the entire agreement between the Consultant and the Client relating to the Services and supersede all prior negotiations, representations, agreements, and understandings, whether written or oral. All implied terms are excluded to the fullest extent permitted by law. No variation to these Terms shall be effective unless agreed in writing by both parties.

These Terms and any Agreement made under them are governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with these Terms or any such Agreement.

We update these Terms from time to time. The current version is always published at www.lawright.co.uk/terms. We operate a two-tier notice system depending on the nature of the change:

—  Non-material updates — such as corrections, clarifications, rewordings that do not alter the substance of any obligation, or changes to contact details — take effect immediately upon publication. No direct notification will be given for changes of this kind.

—  Material changes — being any change that substantively affects the rights or obligations of an active Client under an existing Agreement — will be communicated directly to affected Clients using the contact details on file. Such changes will not take effect for that Client until the later of 30 days after notice is given or the commencement of their next engagement, whichever is the later.

We encourage Clients to check www.lawright.co.uk/terms periodically. Continued use of our Services following any update constitutes acceptance of the revised Terms.

Current standard rates are published at www.lawright.co.uk/terms and are subject to change. The rates applicable at the point of signing an Order Form are fixed for up to three months from that date.

• Standard Hourly Rate: £100 per hour — recorded in 6-minute units

• Travel: £0.80 per mile plus £45 per hour travel time

• Overnight Stay Fee: £35 per night (accommodation booked by Consultant where applicable)