These Terms apply to your access to and use of the Spoke platform as a Hirer. They do not commit you to submitting or accepting any Assignment. This is agreed separately between you and Lawyers on Demand Limited in an Assignment Notice at the time of each Assignment.
Spoke may amend these Terms at any time to facilitate operation of the Platform. We will notify you by email if these Terms are significantly amended.
These Terms were last updated on 9th May 2017.
In these Terms the following definitions have the meanings stated:
“Assignment” means a project, task, job or assignment submitted by a Hirer on the Platform or otherwise through Spoke.
“Assignment Notice” means the written details and terms on which a Legal Professional will undertake an Assignment as agreed between LOD and the Hirer before an Assignment commences.
“Hirer” means a buyer of professional services on the Platform, being a business entity.
“Legal Professional” means an individual who is registered as a legal professional on the Platform and any entity through which that individual provides services to the Hirer (and if any such person is also registered as a Hirer, any reference to “Legal Professional” in these Terms is in such person’s capacity as a legal professional only).
“LOD” means Lawyers on Demand Ltd, being a group company of Spoke Law Ltd.
“LOD Group” means the group of entities comprising Lawyers on Demand Ltd, its parent undertaking and the subsidiary undertakings of its parent undertaking.
“Platform” means the platform located at www.spoke.law and any Spoke-branded apps that Spoke makes available.
2 BECOMING A HIRER
2.1 In order to become a Hirer, the Hirer must:
(a) apply to register on the Platform and provide all information requested by Spoke; and
(b) be a business entity and have their application accepted by Spoke.
2.2 The Hirer acknowledges that Spoke may carry out checks on the Hirer before approving the Hirer’s application and that Spoke has absolute discretion to refuse any application.
3 NATURE OF THE SPOKE SERVICE
The Hirer and Spoke agree and acknowledge as follows:
3.1 Spoke provides a platform to help the Hirers find suitable Legal Professionals for Assignments. The Legal Professionals on the Platform are independent professionals and are not employed by Spoke. Where successful the Legal Professional will be made available to the Hirer through LOD in accordance with paragraph 4.
3.2 The Legal Professionals on the Platform are made available to the Hirer to operate as part of the Hirer’s in-house team. In this way, the service is not that of a traditional full service law firm. This makes the service more cost effective and efficient for many legal matters but also means that the Hirer has ultimate responsibility to manage whether the service is being delivered in line with the Hirer’s expectations (as you would for a usual member of an in-house legal team).
4 AGREEING AN ASSIGNMENT
4.1 Hirers are able to submit Assignments on the Platform. Where a Hirer has already chosen a Legal Professional on the Platform, Spoke will invite a proposal for the Assignment from them. Where a Hirer has not already chosen a Hirer on the Platform, Spoke will (at its sole discretion) select relevant Legal Professionals for the Assignment in question and invite proposals from one or more of them. In each case Spoke will set out the details of the Assignment and send this to the Legal Professional(s). Where the Legal Professional is willing to undertake the Assignment they will submit a proposal.
4.2 Spoke (at its sole discretion) will put forward the proposal(s) to the Hirer including a draft Assignment Notice for each such proposal. The Hirer will decide (at its sole discretion) whether to engage a Legal Professional to undertake the Assignment in accordance with any submitted proposals.
4.3 Where a Hirer decides to engage a Legal Professional for an Assignment, LOD will make them available to the Hirer in accordance with the agreed Assignment Notice between LOD and the Hirer.
5.1 The fees and invoicing arrangements for each Assignment will be governed by the relevant Assignment Notice. For the avoidance of doubt there is no separate fee for use of the Platform as a Hirer.
6 PROFESSIONAL VERIFICATION
6.1 Spoke has carried out identity checks on Legal Professionals on the Platform as set out in the FAQs on the Platform.
6.2 The Hirer acknowledges that:
(a) the LOD Group has not, subject to paragraph 6.1, checked the accuracy or completeness of information provided to Spoke, or uploaded to the Platform, by the Legal Professional and any quotes on the Platform or other information given to the Hirer about the Legal Professional does not constitute advice as to the suitability of the Legal Professional for the Hirer’s specific requirements or as to the skill, qualification or reliability of the Legal Professional; and
(b) it is the Hirer’s responsibility to determine whether the Legal Professional is suitable for a specific Assignment.
7 ENGAGEMENT OF A LEGAL PROFESSIONAL OUTSIDE THE PLATFORM
7.1 The Hirer shall not (except with the prior written consent of Spoke) seek legal work from, or engage for legal work with, a Legal Professional whom Spoke has introduced to the Hirer in any capacity other than via the Platform or the LOD Group within a period of 12 months after such introduction. For the purposes of this paragraph, “introduced” means that the Hirer has been provided with the Legal Professional’s profile via the LOD Group or the Platform and/or that the Legal Professional has learned that the Hirer is looking for a legal professional via the LOD Group or the Platform.
7.2 If the Hirer engages the Legal Professional in any capacity other than via the Platform or the LOD Group in breach of clause 8.1 above, Spoke shall (without prejudice to its other remedies) be entitled to an introduction fee of thirty times the Legal Professional’s day rate on the Platform.
8.1 This paragraph governs the termination of the use of the Platform pursuant to these Terms:
(b) These Terms will continue in force for as long as the Hirer is registered on Spoke.
(c) The termination of these Terms shall be without prejudice to any rights arising in respect of the period prior to termination.
8.2 The termination of individual Assignments shall be subject to the terms of the relevant Assignment Notice.
The Hirer acknowledges and agrees that:
9.1 Each Legal Professional is entitled to choose whether or not they accept Assignments and Spoke shall have no liability for any failure to find or provide a suitable Legal Professional in response to any request by the Hirer;
9.2 Notwithstanding anything else in these Terms, Spoke does not seek to exclude or limit its liability for fraud or death or personal injury caused by its negligence;
9.3 In no event will Spoke’s liability arising out of or in connection with these Terms and the Hirer’s use of the Platform exceed the amounts paid by the Hirer to companies in the LOD Group under Assignment Notices in the 12 month period prior to the event giving rise to the liability, or £1000 if no such payments have been made.
10.1 Spoke and the Hirer each agree to keep any commercially sensitive information that they gain about the other’s business and affairs confidential and will not disclose it to any other person except: (a) with the other’s consent; (b) where disclosure is required by applicable rules and law or any regulatory authority; (c) to the extent that such information enters or has entered the public domain; (d) to their auditors or other professional advisors in connection with the performance of their duties; or (e) to their successors in title.
10.2 The Hirer agrees that, for the purposes of these Terms, commercially sensitive information includes, but is not limited to, Legal Professional profiles and CVs provided to the Hirer by Spoke, whether via the Platform or otherwise, though these may be disclosed within the Hirer’s organisation.
10.3 As Spoke obtains certain of its business services from other entities in the LOD Group, including from third party service providers, this paragraph 10 shall not prohibit Spoke from sharing information and data as is reasonably necessary for the receipt of such services.
11 APPLICABLE LAW
11.1 These Terms and any non-contractual obligations arising in connection with them are governed by and construed in accordance with the laws of England and Wales. Both Spoke and the Hirer agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute that may arise under these Terms or relating to an Assignment, including disputes relating to any non-contractual obligations, except that Spoke may choose to take action in the Hirer’s local courts.
12.1 The Hirer may not assign or transfer any of their rights or obligations under these Terms. Spoke may assign and transfer any or all of its rights and obligations under these Terms to any other entity within the LOD Group.
12.2 If the Hirer breaches these Terms and Spoke chooses to ignore this, Spoke will still be entitled to use its rights and remedies at a later date or in any other situation where the Hirer breaches these Terms.
12.3 The provisions in these Terms are subject to applicable rules and law. If any provision is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by such valid provision which comes closest to the economic intent and purpose of the parties. The above shall equally apply to any omission in these Terms.
12.4 Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the parties. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
12.5 The parties do not intend any third party to have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.6 The expiration or determination of these Terms, however arising, shall not affect those terms which are expressed to operate or have effect after the termination and shall be without prejudice to any right of action already accrued to either party in respect of any breach of these Terms by the other party.