These Terms apply to your access to and use of the Spoke platform as a legal professional. They do not commit you to take any assignment or fix any rate for a particular assignment. This is agreed separately with 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:
“Hirer” means a buyer of professional services on the Platform, being a business entity or law firm.
“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 for the Hirer as agreed between LOD and the Hirer before an Assignment commences.
“Legal Professional” means a lawyer or other individual who is registered as a legal professional on the Platform (if such person is also registered as a Hirer, any reference to “Legal Professional” is in such person’s capacity as 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 Spoke makes available.
2 BECOMING A LEGAL PROFESSIONAL ON SPOKE
2.1 In order to become a Legal Professional on the Platform, the Legal Professional must:
(a) register on the Platform and provide all information requested by Spoke;
(b) have their application accepted by Spoke, which Spoke may do at its sole discretion; and
(c) in order to be visible in searches, complete the Spoke validation process.
2.2 The Legal Professional acknowledges that Spoke may carry out checks on the Legal Professional (including on any individual applying on behalf of a business entity) before approving the Legal Professional’s application and that Spoke has absolute discretion to refuse any application.
3 NATURE OF THE SPOKE SERVICE
The Legal Professional and Spoke agree and acknowledge as follows:
3.1 Spoke provides a platform to help the Hirers find suitable Legal Professionals for Assignments. 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 independent professionals and are not employed by Spoke or LOD.
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. The Hirer will decide (at its sole discretion) whether to engage a Legal Professional to undertake the Assignment.
4.3 Where a Hirer decides to engage a Legal Professional for an Assignment, LOD will engage the Legal Professional as a sub-contractor and will make them available to the Hirer for the Assignment. The terms for this sub-contract will be set out in the Assignment Notice.
5.1 The fees and invoicing arrangements for each Spoke Assignment will be agreed in the relevant Assignment Notice. For the avoidance of doubt there is no separate fee to Spoke for use of the Platform as a Legal Professional.
6 PROFESSIONAL SERVICES
6.1 The Legal Professional agrees that it is their responsibility to determine whether a specific Assignment is suitable for them, taking into account their qualifications, experience and availability.
6.2 The Legal Professional shall conduct their business in accordance with applicable law and shall:
(a) maintain any practising certificate required to the reflect their professional description and status on Spoke, make this available on request and keep their regulator updated on place of practice if required;
(b) not do anything to bring any member of the LOD Group into disrepute; and
(c) co-operate fully and in a timely fashion if any regulatory authority requests information and/or records in relation to any Assignment.
6.3 Spoke is not responsible for the provision of any equipment and materials required by the Legal Professional for the purpose of carrying out an Assignment.
6.4 The Legal Professional shall provide reasonable assistance to, and cooperate fully with, Spoke in relation to any claim by a Hirer against Spoke or any member of the LOD Group in relation to the Legal Professional.
7 ASSOCIATION WITH SPOKE
7.1 Nothing in these Terms shall render the Legal Professional as an employee, agent or partner of any member of the LOD Group or a Hirer and the Legal Professional shall not hold themselves out as such.
8 WORKING WITH A HIRER OUTSIDE THE PLATFORM
8.1 The Legal Professional shall not (except with the prior written consent of Spoke) solicit legal work from, or carry out legal work for, a Hirer whom Spoke has introduced to the Legal Professional in any capacity other than via the Platform or Spoke within a period of 12 months after such introduction. For the purposes of this paragraph 8.1, “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.
8.2 During the term of each Assignment and for a period of 12 months following the termination of each Assignment, the Legal Professional shall not (except with the prior written consent of Spoke) solicit legal work from, or carry out legal work for, a Hirer with which the Legal Professional has been engaged on an Assignment.
9.1 Spoke may terminate the Legal Professional’s relationship with Spoke and/or the Legal Professional’s access to and online presence on the Platform if the Legal Professional commits a material or persistent breach of these Terms or any Assignment Notice.
9.2 The termination of these Terms shall be without prejudice to any rights arising in respect of the period prior to termination.
10.1 The Legal Professional acknowledges and agrees that:
(a) each Hirer is entitled to choose whether or not they want to engage a Legal Professional on an Assignment and Spoke shall have no liability for any failure to find or provide a suitable Assignment for the Legal Professional;
(b) Spoke has no liability under or in connection with these Terms or otherwise in connection with the provisions of the Platform; and
(c) 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.
11.1 Spoke and the Legal Professional 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.
12 APPLICABLE LAW
12.1 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 Legal Professional 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 a Assignment, including disputes relating to any non-contractual obligations, except that Spoke may choose to take action in the Legal Professional’s home courts.
13.1 The Legal Professional 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.
13.2 If the Legal Professional 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 Legal Professional breaches these Terms.
13.3 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.
13.4 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.
13.5 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.
13.6 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.