Document Packages

1 These terms

1.1 These terms apply to each template, template package and any accompanying drafting notes, guidance or checklists (together, the “Templates”) that you download from Hythe Legal Consulting Limited (“Hythe Legal”, “we”, “us”), whether for a fee or free of charge.

1.2 These terms are accepted when you confirm your purchase or download. The person accepting them confirms that they have authority to do so for the business named at checkout, which is the licensee (“you”).

1.3 Buying or downloading a Template does not create a retainer or any client relationship with Hythe Legal. Any legal services we provide, including a review of a document prepared from a Template, will be covered by a separate engagement letter and our Terms of Business.

2 Business use only

2.1 The Templates are supplied only to businesses, and to individuals acting for the purposes of a business or an intended business (for example, founders preparing to incorporate a company). They are not offered to consumers.

2.2 By accepting these terms, you confirm that you are acquiring the Templates wholly or mainly for the purposes of your trade, business, craft or profession. If that is not the case, please do not proceed, and contact us at contact@hythelegal.com.

3 Our regulatory status and no legal advice

3.1 Hythe Legal Consulting Limited is a legal consultancy. It is not a law firm and is not authorised or regulated by the Solicitors Regulation Authority or by any other approved legal services regulator. Supplying the Templates is not a reserved legal activity within the meaning of the Legal Services Act 2007, and protections available to clients of SRA-authorised firms, including the SRA Compensation Fund, do not apply.

3.2 The Templates are general precedents. They are not legal advice, are not tailored to your circumstances, and have not been prepared with knowledge of your business, your counterparty or your transaction. Any drafting notes, guidance or checklists are general information only.

3.3 The Templates are prepared under the law of England and Wales as at the version date shown on each Template. They have not been reviewed for use under the law of Scotland, Northern Ireland or any other jurisdiction, and they do not address tax, financial services, regulatory or sector-specific requirements that may apply to you.

4 Your responsibility and independent advice

4.1 You are responsible for deciding whether a Template is suitable for your purpose, for completing and adapting it, and for the content and use of any document you prepare from it (a “Completed Document”).

4.2 We recommend that you take advice from a qualified lawyer before you sign, issue, publish or rely on any Completed Document, particularly where the matter is significant in value, involves investment, employment or personal data, or involves a party or activity outside England and Wales.

4.3 You confirm that you have not relied on any statement by us about the suitability of a Template for your particular circumstances.

4.4 If you would like a Completed Document reviewed, Hythe Legal can provide this under a separate engagement. You may equally instruct another adviser.

5 Ownership

5.1 All intellectual property rights in the Templates, including copyright and database rights in their text, structure, drafting notes and checklists, belong to Hythe Legal or its licensors. No rights pass to you other than the licence set out in these terms.

5.2 “Hythe Legal”, “Hythe Suite”, “Legal HealthCheck™” and “Compliance Agent” are names and marks used by Hythe Legal. These terms give you no right to use them.

5.3 Some Templates include or are adapted from third-party material, such as guidance published by the Information Commissioner’s Office under the Open Government Licence. Where a Template identifies third-party material, that material remains subject to its own licence terms, and our rights relate to the content we have added.

6 Your licence

6.1 Subject to payment of any applicable fee and to these terms, we grant you a non-exclusive, non-transferable licence, without the right to sublicense, to download, store, copy and adapt the Templates, and to use them to prepare Completed Documents for your own business purposes.

6.2 Your own business purposes include commercial use. You may use Completed Documents in your dealings with your customers, suppliers, employees, contractors, investors and other counterparties, including in transactions from which you make a profit.

6.3 You may share Completed Documents with your counterparties, professional advisers, investors and prospective acquirers, as reasonably needed for the relevant transaction or matter. They receive no licence to the Templates themselves.

6.4 Your employees, officers and professional advisers may use the Templates on your behalf, and you are responsible for their compliance with these terms.

6.5 The licence extends to you only, and not to other companies in your group, unless we agree otherwise in writing.

6.6 The licence continues without time limit, unless it ends for breach as described below.

7 Restrictions

7.1 Except as these terms expressly permit, you must not, and must not allow anyone else to: (a) sell, resell, sublicense, rent, lend, distribute, publish or otherwise make the Templates available to any third party, in their original or an adapted form, whether or not for a fee; (b) upload the Templates, or any adapted version intended for reuse as a template, to a website, template library, marketplace, shared drive or other location accessible to people outside your business; (c) use the Templates to provide legal, company secretarial, drafting or advisory services to third parties, including clients, portfolio companies, members or programme participants; (d) use the Templates to build, train, test or improve any template library, document automation product, or artificial intelligence or machine learning system, other than by using such tools solely to prepare your own Completed Documents; (e) remove or alter any copyright, version or licence notice on a Template; or (f) state or imply that a Completed Document has been prepared, reviewed or approved by Hythe Legal, unless we have done so under a separate engagement.

7.2 Advisers, accelerators, incubators and other organisations that wish to use the Templates for clients or members may contact us about a separate professional licence.

8 Fees, delivery and refunds

8.1 Fees are stated at checkout and do not include VAT unless expressly stated. VAT is charged at the prevailing rate where applicable. Fees are payable in full before download. Your licence to a paid Template takes effect when payment is received.

8.2 The Templates are digital content supplied on download. As they are supplied for business use, fees are not refundable once a Template has been downloaded.

8.3 If a file is corrupted or will not open, please tell us within 14 days of download and we will provide a replacement.

9 Updates

9.1 Each Template reflects the law and practice of England and Wales at its version date, and the law may change after that date. We have no obligation to update a Template or to tell you about changes in the law, although we may choose to make updated versions available.

9.2 You are responsible for checking that a Template remains current before you use it.

10 Liability

10.1 We prepare the Templates with reasonable care and skill. Beyond that, and to the extent permitted by law, the Templates are supplied as they are, and we give no warranty that they are complete, suitable for your particular purpose, or enforceable in any particular circumstances.

10.2 Your contract is with Hythe Legal Consulting Limited, and no claim may be brought against any individual consultant, director or employee.

10.3 We are not liable for loss to the extent it results from your completion or adaptation of a Template, from use of a Template for a purpose or in circumstances for which it was not designed, or from use of a Completed Document without independent legal advice.

10.4 We are not liable for loss of profit, revenue, business, contracts or anticipated savings, or for any indirect or consequential loss.

10.5 Our total liability arising out of or in connection with the Templates is limited to the fees you have paid for the Template or package concerned, whether the claim is in contract, negligence, breach of duty or otherwise.

10.6 We accept no duty to any person other than you, including any counterparty to a Completed Document.

10.7 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited. If you are a consumer, nothing in these terms affects your statutory rights.

11 Breach and termination

11.1 If you breach the restrictions above, or fail to pay any fee due, your licence ends automatically. You must then stop using the Templates and delete any copies you hold, other than Completed Documents.

11.2 Termination does not affect any Completed Document you prepared and entered into in accordance with these terms before termination.

11.3 You will reimburse us for any loss, costs and reasonable legal fees we incur as a result of your breach of the restrictions above.

11.4 Provisions of these terms that by their nature are intended to continue after termination, including those on ownership, restrictions and liability, will do so.

12 Data protection

12.1 We process personal data you provide when purchasing or downloading a Template in accordance with the UK GDPR, the Data Protection Act 2018 and our privacy notice at https://hythelegal.com/privacy-policy.

13 General

13.1 These terms are the entire agreement between us for the Templates and replace any earlier statement about them. Nothing in these terms excludes liability for fraudulent misrepresentation.

13.2 We may update these terms from time to time. Updated terms apply to downloads made after they are published and do not affect Templates already downloaded.

13.3 You may not assign or transfer your rights under these terms without our written consent. We may transfer them to a successor to our business.

13.4 If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in effect.

13.5 No person other than you and Hythe Legal may enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

13.6 These terms are governed by the law of England and Wales, and the English courts have exclusive jurisdiction.

13.7 Questions or complaints about the Templates may be sent to Alastair Keatley at contact@hythelegal.com.