Business Terms of Services
Section 1: Parties and Background
These Business Advisory Terms of Services (the “Agreement”) are between:
(a) Temple & Green Ltd, a company incorporated in England and Wales with company number 13481467 and registered office at Unit 38, Innovation House, Innovation Way, Discovery Park, Sandwich, England, CT13 9FF (the “Company”); and
(b) any person or entity that purchases services from the Company, accepts a proposal, quote, retainer, or prepaid package, completes an online sign-up process referring to this Agreement, or otherwise indicates acceptance of this Agreement, whether online or in writing (the “Client”).
The Client warrants that it is entering into this Agreement wholly for purposes relating to its trade, business, craft or profession and not as a consumer. These terms are not intended to apply to consumers. The Company provides services solely to business clients and does not provide legal services to individuals acting for personal, domestic or consumer purposes.
The Company provides legal consultancy services focused on commercial contracts, data protection compliance, and related business legal support, delivered by or under the supervision of a solicitor admitted to the Roll of Solicitors in England and Wales and holding a current practising certificate. The Client seeks to engage the Company to provide the Services as set out in the quote or proposal on the terms set out in this Agreement. Further details of the Company’s regulatory status and insurance arrangements are set out in Section 4.
This Agreement will become binding between the Company and the Client on the Effective Date, Acceptance online, Acceptance of a quote or proposal, payment of fees, or instruction to commence work as defined in Sections 2.8 and 2.9 and further described in Section 16.
Section 2: Definitions
In this Agreement, unless the context otherwise requires, the following definitions shall apply:
2.1 “Agreement” means this Quote-Governed Services Agreement, including any schedules or appendices attached hereto.
2.2 “Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2.3 “Client Materials” means any information, documentation, instructions, or materials provided by the Client to the Company in connection with the Services.
2.4 “Confidential Information” means any information disclosed by either party to the other in any form that is marked or identified as confidential or that ought reasonably to be treated as confidential.
2.5 “Company Materials” means any pre-existing materials, templates, tools, models, frameworks, methods, know-how or other works owned or developed by or for the Company independently of the Services (and any improvements to them).
2.6 “Additional Work” means work that is outside the scope of the Services set out in the Quote and that the parties agree in writing for the Company to provide, priced either at an additional fixed fee or on an hourly basis (at £240 per hour or such other rate stated in the Quote or agreed in writing).
2.7 “Term” means the period from the Effective Date until completion of the Services or earlier termination in accordance with Section 6.
2.8 “Quote” means a written quote, proposal, statement of work, order form, selected fee structure or package description issued by the Company (including via an online checkout page) that specifies the Services and may also specify deliverables, assumptions, timetable, fees, payment schedule, included revisions, and any agreed limitations or exclusions.
2.9 “Effective Date” means the date on which the Client first accepts this Agreement and/or the Quote, pays any amount due under the Quote, or instructs the Company to commence the Services (whichever is earliest).
2.10 “Work Product” means all deliverables, documents and materials created specifically for the Client as part of the Services (excluding Company Materials).
2.11 “Fees” means the fees payable by the Client as set out in the Quote (and, if applicable, any fees for additional work agreed under Section 3.4).
2.12 “Services” means the legal consultancy and business advisory services provided by the Company as set out in the Quote or Proposal.
2.13 “Retainer” means a recurring monthly service package including a defined allocation of hours.
2.14 “Prepaid Hours” means a fixed-fee purchase of a set number of hours to be used with a defined validity period.
Section 3: Scope of Services
3.1 The Company shall provide the Services to the Client in accordance with the Quote and this Agreement.
3.2 The Quote governs and defines the scope of the Services, deliverables, assumptions, timetable, Fees, payment schedule, and any included revision rounds (if specified). The Company is not obliged to perform any work that is not expressly included in the Quote unless agreed as Additional Work under Section 3.4.
3.3 The Company shall use reasonable endeavours to perform the Services within any estimated timeframes stated in the Quote, but timeframes are estimates unless expressly stated as binding in the Quote. Any delay caused by the Client (including delay in providing instructions, information, approvals or Client Materials) shall extend the timetable accordingly.
3.4 Any request by the Client that is outside the Quote constitutes a request for Additional Work. The Company shall notify the Client if a request is for additional work and may provide an updated Quote or an additional fee estimate. The Company is not obliged to perform Additional Work unless and until it is agreed in writing (including by email).
3.5 The Company may decline to act, cease acting, or limit the scope of the Services where the Company (or any solicitor involved in delivering the Services) reasonably determines that doing so is necessary to comply with applicable law, professional or regulatory obligations, or conflicts of interest requirements, or where continued provision of the Services could expose the Company to legal or professional risk. In such circumstances, the Company will use reasonable endeavours to notify the Client promptly and, where appropriate, propose alternative arrangements or a revised scope.
3.6 Unless expressly agreed in writing, the Services do not include:
i. tax advice;
ii. financial services regulatory advice;
iii. accounting, audit, valuation, or investment advice;
iv. advice on foreign laws other than as high-level, non-reliance guidance; or
v. any reserved legal activities within the meaning of the Legal Services Act 2007.
3.7 The Company will deliver the Services with reasonable skill, care, and professional diligence. However, the Company does not warrant or guarantee any specific outcome, result, or commercial advantage arising from the Services or from the Client’s use of Work Product. Any time frames provided are indicative only and shall not be binding unless expressly confirmed in writing by the Company.
3.8 The Company will use reasonable endeavours to respond to and progress the Client’s requests promptly during Business Days. However, unless expressly agreed in writing, the Company does not guarantee specific response times, service levels, or exclusivity. The prioritisation and scheduling of work may vary depending on overall workload, the complexity and urgency of the request, and the Client’s availability to provide instructions, information, and approvals.
Section 4: Regulatory Status and Limitations of Service
4.1 The Company provides legal consultancy services delivered by a team that includes solicitors admitted in England and Wales and holding current practising certificates. Any solicitor involved in delivering the Services is individually authorised and regulated by the Solicitors Regulation Authority (“SRA”). The Company itself is not an SRA-authorised firm and does not carry out any reserved legal activities within the meaning of sections 12–14 of the Legal Services Act 2007. The Services are provided on an unregulated basis, and the Client will not benefit from the protections applicable to clients of SRA-authorised firms, including access to the SRA Compensation Fund. The Company maintains professional indemnity insurance appropriate to the nature and scale of its business, which may not provide protection equivalent to the SRA Minimum Terms and Conditions. Further details can be provided on request.
4.2 The Services provided under this Agreement constitute legal consultancy services. The Company shall not carry out any reserved legal activities as defined under the Legal Services Act 2007, including but not limited to:
i. Conducting litigation or representing the Client in court or tribunal proceedings;
ii. Preparing or lodging instruments relating to the transfer or charge of land (conveyancing);
iii. Preparing or lodging probate applications;
iv. Administering oaths or performing notarial acts;
v. Any other activity that requires authorisation or regulation by the SRA or another approved legal regulator.
4.3 As the Company is not an authorised law firm regulated by the SRA, the Services are provided on an unregulated basis and are not provided as the services of an authorised firm. The Company understands that the Legal Ombudsman scheme may not be available for the Services. The Client confirms it has read and understood this Section 4 and agrees to proceed on that basis.
4.4 The Client accepts the Company’s regulatory status, the nature of the Company’s professional indemnity insurance arrangements and the limitations of regulatory protection as part of the basis for entering into this Agreement. If the Client requires assurance, representation or services beyond the scope of this Agreement or involving reserved legal activities, the Client acknowledges that such services must be obtained from an appropriately authorised provider.
4.5 If the Client has any concerns or complaints regarding the Services, it should raise these in the first instance by email to info@temple-green.co.uk. The Company will acknowledge receipt of the complaint within five (5) Business Days and will use reasonable endeavours to provide a substantive response within fourteen (14) Business Days thereafter.
4.6 The Client’s contract is with the Company. The Services are delivered by the Company, and may be delivered by or under the supervision of a solicitor who is individually authorised and regulated by the SRA.
Section 5: Fees and Payment Terms
5.1. The Client shall pay the Fees in accordance with
5.2. The Company provides Services under the following fee structures.
a) Retainer Model is a fixed monthly fee which is payable in advance, this includes a set number of hours per month, covers calls, drafting, meetings, and correspondence. Additional Work outside the agreed scope is billed at the agreed hourly rate.
b) Fixed Quote Projects are all services defined by a written Quote. Scope, fees and timelines are governed bt the Quote. Work outside the scope is treated as Additional Work. Additional Work must be approved in writing. Payment terms follow the Quote schedule.
c) Prepaid Hours Packages are once-off fixed fees and payable in advance, and include a defined hours allowance. Hours must be used within the stated validity period; unused hours expire after that period.
5.3. Unless stated otherwise in the Quote, Fees are payable in advance in accordance with the payment schedule in the Quote. The Company may suspend commencement or continuation of the Services until any amount due has been received or successfully collected.
5.4. The Company shall issue invoices in accordance with the Quote and/or for any agreed Additional Work. Unless stated otherwise in the Quote, payment is due within seven (7) days of the invoice date. Invoices may be issued electronically and sent by email to the Client’s nominated billing contact.
5.5. Any overdue payments shall accrue interest at a rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until payment is made in full.
5.6. Where Fees (or any part of the Fees) are calculated by reference to time spent (including for Additional Work charged on an hourly basis), time shall be tracked and billed in 15-minute increments (0.25 hours), rounded up to the nearest increment. A summary of the time recorded may be provided upon request.
5.7. All fees are exclusive of VAT. VAT shall be added and payable by the Client where applicable if and when the Company becomes VAT-registered, and the Client shall pay VAT following receipt of a valid VAT invoice.
5.8. Unless stated otherwise in the Quote, any expenses or third-party costs incurred in performing the Services must be approved by the Client in advance and shall be payable by the Client.
Section 6: Term and Termination
6.1 This Agreement shall commence on the Effective Date, Acceptance online, Acceptance of Quote, payment of fees, or instruction to commence work and shall continue until completion of the Services described in the Quote, unless terminated earlier in accordance with this Section 6.
6.2 Either party may terminate this Agreement for convenience by providing fourteen (14) days’ written notice to the other party, unless the Quote states that the Services are non-cancellable or subject to a minimum term.
6.3 In the event of non-payment by the Client, the Company may suspend the Services immediately. If payment remains outstanding for more than fourteen (14) days after the due date, the Company may terminate the Agreement with immediate effect by written notice.
6.4 On termination for convenience by the Client, the Client shall pay: (a) all Fees properly due for Services performed up to the effective date of termination (including any milestone amounts achieved or, where relevant, time spent where Additional Work is agreed on an hourly basis in accordance with Section 2.6, as reasonably determined by the Company); (b) any non-cancellable third-party costs or commitments incurred with the Client’s approval; and (c) any unpaid invoices. Where the Client has paid amounts in advance, the Company shall refund any portion of such amounts that relates solely to Services not performed as at the termination date, save that any deposit stated as non-refundable in the Quote shall not be refundable.
6.5 Any provisions of this Agreement which expressly or by implication are intended to come into or continue in force on or after termination (including, without limitation, Sections 4, 5, 8, 9, 10, 11, 12, 13, 14 and 15) shall remain in full force and effect.
Section 7: Client Responsibilities and Cooperation
7.1 The Client agrees to provide the Company with timely, complete, and accurate instructions, information, and documentation necessary for the performance of the Services.
7.2 The Client shall ensure that internal stakeholders or relevant personnel are available to respond to queries and provide approvals as reasonably required.
7.3 Any delay or failure by the Client to fulfil these responsibilities may result in a delay in the provision of Services and may affect the Company’s ability to meet any estimated timelines referred to in Section 3.3.
7.4 The Company shall not be liable for any delay or failure to deliver Services resulting from the Client’s failure to cooperate or provide required materials in a timely manner.
Section 8: Limitation of Liability
8.1 To the fullest extent permitted by law, the Company’s total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the greater of: (a) the total fees paid by the Client to the Company under this Agreement in the three (3) months immediately preceding the date on which the claim first arose; and (b) £4,500.
8.2 The Company shall not be liable to the Client for any loss of profit, loss of revenue, loss of anticipated savings, loss of or damage to goodwill, or for any indirect or consequential loss or damage howsoever arising.
8.3 The Client acknowledges the Company’s regulatory status and professional indemnity arrangements as described in Section 4. The Client understands that, although the Company maintains professional indemnity insurance appropriate to its business, the Company is not authorised or regulated as a law firm by the SRA, no SRA regulatory protections apply to the Company as a firm, and the existence of such insurance does not give the Client any direct right of recourse against the Company’s insurers or increase the contractual limits of liability set out in this Section 8.
8.4 The Company shall indemnify the Client against any reasonable losses, damages and costs (including reasonable legal costs) awarded against the Client by a court of competent jurisdiction or agreed in settlement arising out of any third-party claim that the Work Product, in the form supplied by the Company and used by the Client in accordance with this Agreement, infringes the intellectual property rights of that third party, provided that the Client promptly notifies the Company of the claim, does not admit liability or settle the claim without the Company’s prior written consent, and provides the Company with reasonable assistance and sole control of the defence and/or settlement of the claim.
8.5 The indemnity mentioned in section 8.4 applies only to infringement of UK intellectual property rights and shall not apply to the extent that the claim arises from the Client Materials or the Client’s instructions, any modification to the Work Product not made by the Company, use of the Work Product other than in accordance with this Agreement or outside the purpose for which it was prepared, or any combination of the Work Product with materials not supplied by the Company.
8.6 The Client shall indemnify the Company against any reasonable losses, damages and costs (including reasonable legal costs) awarded against the Company by a court of competent jurisdiction or agreed in settlement arising out of any third-party claim to the extent that such claim arises from: (a) the Client Materials or any instructions provided by the Client; (b) the Client’s use of the Work Product other than in accordance with this Agreement or the Company’s written recommendations; or (c) the Client’s breach of this Agreement.
8.7 Any indemnity given under this Agreement shall be subject to the limitations and exclusions of liability set out in this Section 8, except to the extent expressly stated otherwise.
8.8 The limitations of liability in this Section apply only to services lawfully provided by the Company and shall not apply to any liability arising from the unauthorised provision of reserved legal activities within the meaning of section 14 of the Legal Services Act 2007.
8.9 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
Section 9: Confidentiality and Data Protection
9.1 Each party agrees to treat as confidential all Confidential Information disclosed by the other in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law.
9.2 For the purposes of this Agreement, “Confidential Information” shall not include information that:
i. was already known to the receiving party prior to disclosure;
ii. is or becomes publicly available other than through a breach of this Agreement; or
iii. is lawfully obtained from a third party who is not under an obligation of confidentiality.
9.3 The Company shall implement and maintain reasonable technical and organisational measures to safeguard the Client’s Confidential Information, including secure storage, access controls, and data handling protocols. This obligation shall continue for a period of three (3) years following the termination or expiry of this Agreement.
9.4 Both parties shall comply with applicable data protection laws in the United Kingdom, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
9.5 The Company and the Client will each act as an independent data controller in respect of any personal data they process under or in connection with this Agreement, unless expressly agreed otherwise in writing in relation to specific processing activities. The Company shall process personal data in accordance with its privacy notice, available upon request.
9.6 The Client confirms that it has the necessary legal basis and authority to share personal data with the Company and to instruct the Company to process such data on its behalf.
9.7 In the event of a personal data breach affecting either party’s systems or data in relation to this Agreement, the affected party shall notify the other without undue delay and cooperate in good faith to investigate and mitigate the breach.
Section 10: Intellectual Property
10.1 Work Product created by the Company specifically for the Client in the course of providing the Services shall become the property of the Client upon full payment of the applicable fees. For clarity, any Company Materials incorporated into the Work Product remain Company Materials and are licensed in accordance with Section 10.2.
10.2 The Company retains all intellectual property rights in any Company Materials used to generate the Work Product. To the extent any Company Materials are incorporated into the Work Product, the Client is granted a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use, reproduce, store and adapt the Work Product (including any incorporated Company Materials) solely for the Client’s internal business purposes.
10.3 The Client shall not, without the Company’s prior written consent, sell, license, publish, commercialise or otherwise make available the Work Product or any Company Materials (whether standalone or extracted from the Work Product) to any third party as a template, product or service. The Client may share the Work Product on a confidential basis with: (a) its employees and contractors on a need-to-know basis; (b) its professional advisers (including external lawyers, accountants, auditors and insurers); (c) its financiers, investors and prospective purchasers in connection with due diligence; and (d) its wholly-owned subsidiaries or group companies, provided that (in each case) the recipient is bound by confidentiality obligations no less protective than those in this Agreement. The Client shall ensure that any such recipient acknowledges that no duty of care is owed to them by the Company and that they may not rely on the Work Product without the Company’s prior written consent.
10.4The Client acknowledges that the Work Product has been prepared for the circumstances and instructions for which it was created. Unless expressly agreed in writing, the Company has no obligation to update any Work Product for changes in law, guidance, regulatory practice, or the Client’s circumstances after delivery. Any reuse of Work Product outside the context for which it was prepared (including reuse for a different transaction, jurisdiction, or factual scenario) is at the Client’s risk unless the Company confirms suitability in writing.
10.5The Company retains the right to use any know-how, techniques, skills and non-confidential concepts developed during the course of the engagement for the benefit of other clients, provided that it does not disclose the Client’s Confidential Information.
Section 11: Governing Law and Dispute Resolution
11.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
11.2 The parties agree to attempt to resolve any disputes or disagreements arising from this Agreement amicably and in good faith through direct negotiations.
11.3 If the matter is not resolved within 14 days of written notice of the issue, either party may request that it be referred to mediation using a mutually agreed independent mediator.
11.4 If mediation does not result in a resolution within 30 days of initiation, either party may commence legal proceedings. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
11.5 Nothing in this section shall prevent either party from seeking urgent interim relief (including injunctions) from the courts to protect its legal rights or prevent irreparable harm.
Section 12: Reputational Protection and Attribution
12.1The Client shall not use the Company’s name, brand, logo, or professional identity in any marketing, promotional, or external communications (including on websites, social media, presentations or pitch materials) without the Company’s prior written consent, which may be given by email.
12.2 Subject to Section 9 (Confidentiality and Data Protection), the Client agrees that the Company may identify the Client as a client of the Company and may use the Client’s name and logo in the Company’s marketing and promotional materials (including on the Company’s website, in credentials documents and pitch materials), provided that the Company does not disclose any Confidential Information or sensitive details of the Services without the Client’s prior written consent. The Client may withdraw this permission at any time by giving written notice to the Company, in which case the Company shall remove the Client’s name and logo from future marketing materials within a reasonable period.
12.3 The Company shall not be publicly identified as the author of any specific item of Work Product unless expressly agreed in writing. The Client shall not misrepresent the authorship, origin, or contribution of the Company to any published or shared materials.
12.4 The Company disclaims all liability for modifications made by the Client or any third party to any deliverables, or for uses that depart from the intended legal context or the Company’s recommendations. The Client is responsible for obtaining appropriate professional advice regarding any such modifications or alternative uses.
Section 13: Force Majeure
13.1 Neither party shall be liable for any failure or delay in performing any of its obligations under this Agreement if and to the extent such failure or delay is caused by events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, epidemic, government restrictions, or failure of suppliers or subcontractors.
13.2 The affected party shall promptly notify the other party in writing of the nature and expected duration of the force majeure event and shall use reasonable efforts to mitigate its effects.
13.3 If the force majeure event continues for more than 30 days, either party may terminate this Agreement upon written notice without further liability, save for accrued obligations.
Section 14: Entire Agreement and Amendments
14.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior discussions, understandings, or agreements, whether oral or written.
14.2 Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance, or warranty not expressly set out in this Agreement.
14.3 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.4 No variation or amendment to this Agreement shall be valid unless it is in writing and agreed by or on behalf of both parties. For these purposes, “in writing” includes email and electronically signed documents.
14.5 The Services and any Work Product are provided solely to the Client for the Client’s internal business purposes and for the circumstances and instructions for which they are prepared. No person other than the Client may rely on the Services or Work Product, and the Company (and any individuals involved in delivering the Services) does not assume responsibility or liability to any third party unless expressly agreed in writing by the Company.
14.6 If there is any conflict or inconsistency between this Agreement and a Quote, the Quote shall prevail to the extent of the conflict in relation to the Services, deliverables, assumptions, timetable and Fees.
Section 15: Notices
15.1Any notice or other communication required to be given under this Agreement shall be in writing and may be delivered personally, sent by first-class post, or sent by email to the addresses specified in this Section 15 (or such other address as may be notified in writing by either party in accordance with this Section 15).
15.2Notices shall be deemed to have been received:
i. if delivered by hand, on the day of delivery;
ii. if sent by first-class post, on the second Business Day after posting;
iii. if sent by email, at the time of transmission, provided that no bounce-back, error message or other automated failure notification is received by the sender and the sender retains a copy of the sent email. If an email is sent outside normal business hours in the place of receipt, it shall be deemed received at 9.00 am on the next Business Day.
15.3 The contact details for notices are as follows (which either party may update from time to time by giving notice in accordance with this Section 15):
For the Company:
Temple & Green Ltd
Unit 38, Innovation House, Innovation Way, Discovery Park, Sandwich, England, CT13 9FF
Email: rose@temple-green.co.uk
For the Client:
The postal address and email address provided by the Client to the Company during the online sign-up or onboarding process, in any order form or proposal acceptance, or as otherwise expressly confirmed by the Client in writing for the purposes of receiving contractual notices.
15.4 The Client is responsible for ensuring that its contact details for notices are accurate and regularly monitored. The Company shall be entitled to rely on the last such contact details notified by the Client, and the Client shall not be entitled to dispute receipt of a notice sent to those details on the basis of any internal change in its email systems, routing, forwarding, or personnel. Any notice of change of the Client’s contact details shall take effect on the second Business Day after it is received by the Company.
Section 16: Execution
16.1. The parties agree that this Agreement may be entered into and become legally binding without the need for handwritten signatures or separately signed copies.
16.2. The Client shall be deemed to have accepted this Agreement (and the Quote) and entered into it with the Company on the Effective Date if the Client does any of the following:
i. completes an online sign-up or onboarding process that refers to this Agreement;
ii. clicks an “I agree” checkbox in connection with this Agreement or any online checkout that incorporates this Agreement;
iii. accepts a Quote by email, electronic signature, or other written confirmation (including accepting an order form or statement of work);
iv. pays an invoice, deposit or fee issued by the Company which refers to this Agreement and/or the Quote; or
v. instructs the Company to commence the Services after receiving a copy of this Agreement or being given a link to where it is hosted online.