Terms of Business

1.1 When we say "we", "us" or "our" in these Terms of Business, we mean Fuel Legal Limited, a company registered in England and Wales with company number 16906617 and registered office at 77 South End Close, London, England, NW3 2RD.

1.2 We provide on-demand legal consultancy services ("Services") including for startups and scaling businesses.

1.3 We are a legal consultancy and we are not a law firm regulated by the Solicitors Regulation Authority (SRA). However, our team includes qualified solicitors who are individually regulated by the SRA and remain subject to their professional obligations. As a consultancy, we do not undertake any reserved legal activities under the Legal Services Act 2007 (including litigation, advocacy, notarial services, administration of oaths, or conveyancing). If your matter requires reserved legal activities, we can introduce you to a regulated firm of solicitors or you may instruct a firm of your choice.

1.4 Our services are consultancy-based. We provide documents, research, and commercial guidance to assist your decision-making, but we do not provide formal legal advice. You are responsible for determining the suitability of any documents or guidance we provide for your specific circumstances, and you remain responsible for your own commercial and legal decisions. You should seek independent legal advice if required.

2.1 Where we say "you" or "your" in these Terms of Business, we mean the client identified in the Engagement Letter and anyone authorised to give instructions on that client's behalf.

2.2 Where the Engagement Letter specifies that our services extend to your group companies, references to "you" shall include those group companies. "Group company" means any holding company, subsidiary or subsidiary undertaking as defined in sections 1159 and 1162 of the Companies Act 2006.

3.1 These Terms of Business (as updated from time to time) apply to all work we do on your behalf. This is an important document, please read it carefully and keep it for future reference.

3.2 Each time you instruct us on a new matter, we will send you a letter or email confirming your instructions and setting out the scope of the work, our fees, and your key contact ("Engagement Letter"). These Terms of Business should be read together with the Engagement Letter, together they form the contract between us ("Contract").

3.3 If there is any conflict between the Engagement Letter and these Terms of Business, the Engagement Letter will take precedence.

3.4 Our Contract starts on the earlier of: (a) the date you sign or accept the Engagement Letter; or (b) the date you first instruct us to provide services. Your continuing instructions will amount to your acceptance of these Terms of Business.

3.5 Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.

4.1 The scope of the Services we will provide is set out in the Engagement Letter. We provide on-demand legal consultancy and documentation services for startups and scaling businesses.

4.2 We will provide the services to you with reasonable care and skill. However, the nature of legal work means that it is not possible to guarantee a particular outcome.

4.3 Our Services are usually provided remotely. If you would like us to work at your premises from time to time, we will agree this in advance and you will need to provide our team with access to your premises, systems, and facilities as may reasonably be required.

4.4 We will usually communicate with you by email, telephone, and video conferencing. If you would like us to work with your team using your company's communication platforms (such as Slack), please let us know so we can confirm whether this is possible and agree any additional onboarding required. For insurance purposes, we will keep copies of emails and other messages exchanged, as well as documents and other work product, all of which will be treated as confidential information.

4.5 We may use a range of tools and technology to support how we provide our services, including AI tools, legal databases, and specialised software. Where we use such tools, we will ensure they are appropriate and that there are suitable safeguards in place. All work is reviewed and approved by qualified legal professionals.

4.6 Unless otherwise agreed in writing, our guidance and any documents we prepare: (a) are for use only in connection with the specific matter on which we are instructed and can only be relied on by you; and (b) reflect the law in force at the relevant time. We are not obliged to update our work product to reflect subsequent changes in law unless we specifically agree to do so.

4.7 We do not provide guidance on surveying, valuation, commercial viability, trading, marketability, tax, immigration, financial services, or any reserved legal activities.

5.1 To enable us to provide our services effectively, you agree to: (a) provide us with accurate, complete, and timely information about your business and the matters we are working on; (b) inform us promptly of any relevant developments, changes to your business, or time limits that may apply; (c) provide us with all documents and materials we reasonably require; (d) respond to our queries and requests for information promptly; (e) tell us about any changes to your contact details or the people authorised to instruct us; (f) comply with all applicable laws and regulations, including the Bribery Act 2010; (g) notify us immediately if you receive any communication purporting to be from us stating that we have changed our bank details or payment arrangements; and (h) confirm that neither you nor your beneficial owners are subject to sanctions under any UK, EU, US, or UN sanctions regime, and notify us immediately if this position changes.

5.2 We will be authorised to take instructions from and report to any executive, director, or other employee identified to us for this purpose, on the understanding that such person is properly authorised. Please advise us of any alternative policy on instructions.

5.3 You authorise us to approach such third parties as may be appropriate for information that we consider necessary to provide the services.

6.1 You are liable to pay our fees as set out in the Engagement Letter and/or the Fee Schedule provided to you, which may be updated from time to time. Depending on the nature of the work, we may charge on a fixed fee, hourly rate, daily rate, or retainer basis.

6.2 Where we charge on a daily rate basis, the rate is based on a 7.5 hour working day. Work for part of a day will be charged on a pro rata hourly basis. If less than one day of services are used in any month, we will charge at an hourly rate, provided that such charges will not exceed the applicable daily rate.

6.3 We may offer volume-based discounts for clients who use our services regularly. Any such discounts will be set out in your Engagement Letter.

6.4 As and when requested, we will provide a fee estimate for any projects. Any fee estimate is based on the information given by you and our provisional view of the likely cost. All estimates are subject to review if the nature or amount of work changes. If, due to circumstances outside our control, the estimate needs to be revised, we will seek to discuss and agree a revised estimate with you as soon as practicable.

6.5 All fees are quoted exclusive of VAT. VAT will be shown on invoices where applicable.

6.6 We may increase our fees from time to time. We will give you at least 30 days' notice of any increase. For ongoing retainer arrangements, fee changes will take effect from the start of the next billing period following the notice.

7.1 Our fees are inclusive of normal administrative expenses. However, any third-party expenses or disbursements incurred by us on your behalf (such as government filing fees, company registry searches, trademark registration fees, or travel other than local travel) are additionally charged at cost and will be itemised on the relevant invoice.

7.2 We will not incur significant expenses on your behalf without your prior approval.

7.3 If specialist law firms, counsel, or other advisers need to be engaged, we will obtain your approval first. Generally, you will engage with such specialists directly and be liable for their fees under their own terms. If we agree to engage them on your behalf, we will add their fees as a disbursement to our invoice.

8.1 We will invoice you monthly at the end of each month for services provided in that month, or as otherwise set out in the Engagement Letter. All invoices will be in pounds sterling.

8.2 Our invoices are due for payment within 14 days of the invoice date, unless otherwise stated in the Engagement Letter.

8.3 We reserve the right to charge interest at 4% above the Bank of England base rate (or such higher rate as allowed by law) on all amounts outstanding for more than 30 days from the date of the relevant invoice.

8.4 All invoice queries must be made in writing within 14 days of the relevant invoice date.

8.5 We reserve the right to suspend or cease providing services if any invoice remains unpaid for more than 30 days, or if our reasonable request for a payment on account is not met. We will give you reasonable notice before taking such action.

8.6 Any payments or bank transfers that incur bank charges (including international transfer fees) are your responsibility.

8.7 All sums payable under this 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).

9.1 We will keep all information you share with us confidential ("Confidential Information"). We will not disclose your Confidential Information except: (a) to our team members who need access to provide our services; (b) to third parties where necessary to provide our services (such as Companies House or HMRC for filings); (c) to our professional advisers, accountants, or insurers on a confidential basis; (d) as required by law, regulation, or court order; (e) to regulatory authorities including the National Crime Agency and tax authorities where required; or (f) with your prior written consent.

9.2 This obligation does not apply to information that is already publicly available (other than through a breach of this Contract), that we receive from a third party who is entitled to disclose it, or that we have independently received or developed.

9.3 You agree to keep our Confidential Information confidential, including our fee rates, pricing structures, templates, and methodologies. You may disclose this information to your employees, officers, or advisers who need to know it, provided they are bound by confidentiality obligations.

9.4 We may use your name and logo to list you as a client on our website, proposals, and marketing materials. We may also include a brief description of the services we have provided. Please let us know in writing if you would prefer that we do not do this.

9.5 Your files may be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business. We will require any such third party to maintain confidentiality.

10.1 In this Contract, "Data Protection Laws" means the UK General Data Protection Regulation, the Data Protection Act 2018, and any other applicable data protection legislation.

10.2 We use your personal data primarily to provide consultancy services to you, but also for related purposes such as administration, billing, record keeping, and to inform you of our services and events that may be of interest to you.

10.3 We may collect and process personal data relating to your directors, employees, shareholders, and other contacts. How we handle personal data is set out in our Privacy Policy, available on our website. Your personal data may also be confidential, and if so, we will treat it as such.

10.4 Where you share personal data with us, you confirm that you have obtained all necessary consents and have given appropriate notices to enable the lawful transfer of that data to us.

10.5 We implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.

10.6 We use third-party service providers (including cloud providers) to help us deliver efficient, cost-effective services. We ensure all third-party providers operate under agreements consistent with our legal and professional obligations.

10.7 We will retain personal data and client files in accordance with our legal obligations and internal policies. We typically retain client files for at least six years after the end of our engagement.

10.8 You may be asked to provide us with the identity details of other persons such as directors or beneficial owners to comply with anti-money laundering, counter-terrorist financing, and counter-proliferation financing requirements. If you do not provide the required information promptly, your matter may be delayed.

11.1 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks, goodwill, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including applications for such rights, in any part of the world.

11.2 We and our licensors retain ownership of all Intellectual Property Rights in the materials, templates, precedents, know-how, and methodologies we have created independently of or prior to our engagement with you.

11.3 In relation to documents and materials we create specifically for you in connection with the services ("Deliverables"): (a) we grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the Deliverables for your own business purposes; and (b) you shall not sub-license, assign, or otherwise transfer the rights granted, or resell, republish, or share the Deliverables with third parties, without our prior written consent.

11.4 In relation to any documents, information, or materials you provide to us ("Client Materials"), you and your licensors retain ownership of all Intellectual Property Rights, and you grant us a non-exclusive, royalty-free licence to use the Client Materials for the purpose of providing the services.

12.1 Your contract is solely with Fuel Legal Limited, which has sole legal liability for the work done for you and for any act or omission in the course of that work. You agree that you will not bring any personal claim against any of our directors, members, partners, consultants, employees, or agents in relation to our services.

12.2 We are not responsible for any failure to comment on matters falling outside the scope of our instructions as set out in the Engagement Letter.

12.3 Our maximum liability to you (or any third party we have agreed may rely on our services) in connection with our services under this Contract (whether in contract, tort including negligence, breach of statutory duty, misrepresentation, or otherwise) shall not exceed the greater of the total fees paid to us under the relevant Engagement Letter in the 12 months before the liability arises.

12.4 We shall not be liable for: (a) any indirect, consequential, or special losses; (b) loss of profits, revenue, business, anticipated savings, goodwill, opportunity, or data; (c) losses that were not foreseeable when this Contract was formed; (d) losses not caused by any breach on our part; or (e) business losses sustained by any individual not acting for purposes of their trade, business, craft, or profession.

12.5 We shall not be liable for any loss or damage resulting from: (a) incomplete, inaccurate, or misleading information provided by you or on your behalf; (b) commercial decisions you make, whether or not based on our work product or guidance; (c) any act or omission on your part, or by your agents, subcontractors, or employees; (d) circumstances beyond our reasonable control; or (e) our compliance with any legal or regulatory requirement, including anti-money laundering obligations.

12.6 Unless we explicitly agree otherwise in writing: (a) we do not owe, nor do we accept, any duty to any person other than you; and (b) we do not accept any liability for any consequences arising from reliance on our advice by any person other than you.

12.7 Nothing in this Contract excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any losses caused by wilful misconduct or dishonesty; or (d) any other liability that cannot be excluded or limited by applicable law.

12.8 If you ask us to obtain assistance from another firm or adviser, that firm or adviser will be responsible for their own service and work.

13.1 We maintain professional indemnity insurance appropriate for the consultancy services we provide. Details of our insurance arrangements are available on request.

13.2 Because we are not an SRA-regulated law firm: (a) we are not subject to the SRA's minimum compulsory insurance requirements; and (b) you will not be able to make claims against the SRA compensation fund.

14.1 We will conduct reasonable checks to identify potential conflicts of interest before accepting an engagement. If a conflict exists or arises during our engagement, we will discuss this with you and may need to decline or cease acting on the relevant matter.

14.2 If you become aware of a potential conflict, please inform us immediately. You agree to pay our fees for the period up to the date on which we stop providing services due to a conflict.

15.1 We want to give you the best possible service. If at any point you become unhappy or concerned about our service, please inform us immediately so we can do our best to resolve the problem.

15.2 In the first instance, please contact the person working on your matter. If you would like to make a formal complaint, please contact us in writing and we will investigate and respond within a reasonable timeframe. Our complaints procedure is available on request.

16.1 Unless stated otherwise in the Engagement Letter, the following provisions will determine the duration of our engagement: (a) Fixed Fee: Our engagement will commence on acceptance of the Engagement Letter and will terminate on delivery of the final work product. (b) Retainer: Our engagement will commence on acceptance of the Engagement Letter and will continue until terminated by either party giving at least one month's written notice. (c) Hourly/Daily Rate: Our engagement will commence on acceptance of the Engagement Letter and will continue for as long as we receive instructions and as needed. Either party may terminate by giving at least one month's written notice.

16.2 Either party may terminate this Contract immediately by written notice if: (a) the other party commits a material breach and (if capable of remedy) fails to remedy it within 14 days of being notified in writing; or (b) the other party becomes insolvent, enters administration, liquidation, or makes any arrangement with its creditors.

16.3 We may also terminate immediately if: (a) you fail to pay any invoice within 30 days of its due date; (b) you fail to provide information or instructions necessary for us to continue; (c) a conflict of interest arises that we cannot manage; (d) you act in a dishonest, fraudulent, or offensive manner; (e) you provide misleading information; (f) continuing would require us to breach any professional or legal obligation; or (g) we determine that continuing the engagement would breach UK sanctions requirements or any other applicable sanctions regime.

16.4 On termination for any reason, you must pay all fees and expenses for services provided up to the date of termination. Such amounts are due immediately.

16.5 We are not responsible for reminding you about important dates or deadlines after our engagement has been terminated.

16.6 Clauses relating to confidentiality, data protection, intellectual property, liability, and any other provisions that by their nature should survive, will continue in force after termination.

17.1 You shall not, without our prior written consent, during the term of this Contract or for 12 months after its termination, solicit or entice away from us, or employ or attempt to employ, any person who is or has been engaged as an employee, consultant, or subcontractor in providing services to you.

17.2 If you engage any such person within this period, you agree to pay us a fee equal to 25% of that person's first year's total remuneration (salary plus benefits) with you, plus VAT if applicable.

18.1 Entire Agreement. This Contract constitutes the entire agreement between us and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to our engagement.

18.2 No Misrepresentation Claims. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.

18.3 Amendments. No variation of this Contract shall be effective unless it is in writing and signed by or on behalf of both parties.

18.4 Assignment. You shall not assign, transfer, or deal in any other manner with any of your rights or obligations under this Contract without our prior written consent. We may assign or transfer our rights under this Contract.

18.5 Third Party Rights. Unless expressly stated otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.6 Waiver. A waiver of any right under this Contract is only effective if in writing and shall not be deemed a waiver of any subsequent right. A failure or delay to exercise any right shall not constitute a waiver.

18.7 Severability. If any provision of this Contract is found to be invalid or unenforceable, it shall be deemed deleted, but that shall not affect the validity of the rest of this Contract.

18.8 No Partnership or Agency. Nothing in this Contract is intended to establish any partnership or joint venture, constitute either party the agent of the other, or authorise either party to make commitments on behalf of the other.

18.9 Notices. Any notice under this Contract must be in writing and sent to the addresses and/or email addresses specified in the Engagement Letter (or such other address as notified in writing).

19.1 This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.