ElevateNext US, LLC (“ElevateNext”) facilitates the provision of legal advice on the Manage Requests Platform (“Platform”), and these are the ElevateNext’ terms and conditions. ElevateNext is regulated to practice law in the United States.

In certain cases, ElevateNext subcontracts legal work to attorneys in different jurisdictions or specialized legal areas (“Preferred Legal Advice Providers”). This work will be completed at ElevateNext’ oversight.

These Terms of Engagement should be read in conjunction with the ElevateNext Term of Business (“Terms of Business”) and Platform’s Software End-User License Agreement (“EULA”).

Engagement

We have quoted a fixed fee for the services you have requested, along with a detailed breakdown of those services, via the Manage Requests platform. The purpose of this letter is to confirm the terms of our representation.

Staffing

I am the relationship lawyer with respect to the work outlined here that we will be handling for you. Depending on the nature of the work in question, we may also engage one of our other attorneys or Preferred Legal Advice Providers to assist with the work on this matter with my oversight.

Fees

You will be quoted in writing through the Platform for the legal work you have requested before you incur any charges, and such work will not be carried out for you until you have accepted such quote in writing through the site, have passed through the compliance requirements and have paid in full, at which point a contract between us is formed. Once you accept your quote, you will not be charged any further sums over and above what has been quoted unless the scope of work expands. In such a case, we will re-quote you through the site for any extra work and you will need to accept such re-quote for us to proceed with an expanded scope.

Any quote or re-quote will include all third-party expenses that will be incurred on your behalf based on the work at issue. These are typically filing fees or other fees charged by the Secretary of State of states in which we are transacting business on your behalf.  We do not mark-up those fees, but ElevateNext charges 5% expense processing fee.  You will need to pay for any itemized expenses in addition to the legal fees, as specified in your quote (or re-quote).

Once you have accepted the quote, you will receive an invoice from us through the Platform for the amount due in accordance with your quote (or re-quote). You must pay such invoice per the payment instructions and in accordance with the timing instructions on the invoice.  Work will be undertaken only after you have made full payment.

Compliance

We are required to undertake certain compliance measures including verifying the identity of our clients. Consequently, we or our third-party verification provider may request personal details from you and scanned copies of your ID and proof of address to carry out a data-led verification check before we can start work for you.

We will provide you with instructions about the type of verification documents needed to complete the compliance process and to whom to provide these documents.

If you are acting on behalf of the company, you shall also send us a copy of the company’s incorporation documents.

If you are not a director of the company or are instructing us on behalf of someone else, you need to send us written evidence that you have powers to instruct us on their behalf. You will also need to send us scanned copies of the ID and proof of address of the person who gave you the powers to instruct us.

We are required to monitor transactions and maintain records relating to your identity as required per applicable law and we may ask you to provide updated proof of identity from time to time.

Personal data and call recording

All personal information that you provide to us through the Platform will be collected, processed, and held in accordance with any applicable law and EULA.  For complete details of our collection, processing, storage and retention of your personal data provided directly to us, please refer to clause 6 of our Terms of Business attached.

You agree that we may record calls for training, quality and compliance monitoring purposes.

Standard Terms of Business

By engaging us based on these Terms of Engagement, you agree to our attached Terms of Business which form part of this letter and govern this Engagement and the relationship between us.

These Terms of Engagement and those Terms of Business together constitute the entire understanding between you and ElevateNext and supersede any prior understandings, written or oral, relating to its subject matter and will govern the Engagement  and any future Engagements we accept from you. Any change must be made or confirmed in writing, which may include a new Engagement Letter for any subsequent matter on which we act for you.

Governing Law

The laws of Arizona shall govern the construction, validity and performance of these Terms of Engagement.

I would like to thank you again for the opportunity to provide you with legal support.

Kind regards,

ElevateNext US, LLC

ElevateNext Terms of Business

These terms (“Terms”) apply to all of the work we are handling for you unless we have agreed to modify them in a written document which has been signed by a Partner of ElevateNext US, LLC (“ElevateNext”). They are effective from July 1, 2024, but may be changed from time to time.

1. ElevateNext

   • 1.1. Your contract is with ElevateNext. We use the title of “lawyer” to describe fully qualified lawyers who are working with ElevateNext or Preferred Legal Advice Providers within our network working under our oversight.
   • 1.2. Unless the context otherwise requires, whenever reference is made to “ElevateNext”, “we”, “our” or “us” it is a reference to ElevateNext, a limited liability company incorporated in the Arizona, in the U.S.

2. Scope of Our Advice

   • 2.1. Our role is limited to advising on the legal issues raised by your instructions and the information you provide us, based on the scope of the work as outlined in the quotes or re-quotes for the matter. Our advice is for your benefit only and will be given in the context of the particular engagement for which we are retained. You should not rely on it in any other context, and it is not for the benefit of any third-party.
   • 2.2. Unless we agree otherwise in writing, our advice is for use only in connection with the specific matter on which you instruct us, as outlined in the quote or re-quote.
   • 2.3. You agree to supply in writing in a timely manner all information that is relevant to your matter and you promise that all information that you give to us is true, accurate and complete when given and that you will promptly correct and update it as necessary. You agree to respond promptly to our requests for instructions or information and tell ElevateNext promptly if you have any queries or concerns.
   • 2.4. We do not advise on tax issues or areas outside of the scope of the quote or re-quote.
   • 2.5. Through the Platform or other means of communication should the Platform be unavailable, we will:
     • – Update you on the progress of your matter;
     • – Explain the legal work required as your matter progresses; and
     • – Update you as soon as possible whenever there is a material change in circumstances impacting your matter.
   • 2.6. Please note that after completion of an Engagement, we will not be responsible for reminding you about or complying with future deadlines or obligations that relate to it (e.g. an option or liability expiry date or regulatory filing date) unless we have agreed to do so in writing.

3. Other professionals
   

   After consulting with you, we may recommend engaging other advisors or service providers to assist with your matter. Your acceptance of these Terms is taken as approval of such arrangements as we feel appropriate for the conduct of your matter. Any advice given by such outside providers is their responsibility directly to you and not ours (even if incorporated or reflected in documents prepared by us). Where we provide information to them, we do so as your agent. You will be responsible for paying the fees and expenses generated by them on your behalf. Any such fees and expenses will be quoted to you through the Platform in advance so that you can agree to them before you pay them. Work will be undertaken only after you have made full payment.

4. Confidentiality and Privilege

   Our confidentiality obligations

   • 4.1. Subject to the remainder of this Clause 4, we will treat all information you provide to us and about matters dealt with by us (other than information which is in the public domain) as confidential. We will not disclose any confidential information to any third party, except with your written consent or if necessary or customary in the normal performance of our services (e.g. passing it to other professionals and consultants assisting us or you with your matter, unless you ask us not to) or if required or permitted by law or any regulatory authority to which we are subject.
   • 4.2. We may be required by law to reveal certain information and documents about you to government authorities or valid legal process in relation to matters such as financial conduct, tax, fraud, bribery, money laundering, terrorist financing or civil lawsuits. If we are required to make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why.
   • 4.3. We reserve the right to use external service providers for document reproduction, scanning or software development of the Platform and machine learning tools as long as they are bound by appropriate obligations to maintain the confidentiality of the information they utilise.
   • 4.4. External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.

   Informed consent

   • 4.5. We may be asked to act for another party on a matter where we hold information for you (in respect of which we owe you a duty of confidentiality) which may be relevant to that other party. You agree that we may act for the other party even though their interests in the proposed matter may be adverse to your own provided that:
     • 4.5.1. there is no legal conflict of interest;
     • 4.5.2. we agree to put in place and maintain appropriate measures to safeguard the confidentiality of the information we hold for you;
     • 4.5.3. we consider it reasonable in all the circumstances for us to act.
   • 4.6. You accept in these circumstances that we will be under no obligation to disclose to you any information which we obtain for the other client.

   Your confidentiality obligations

   • 4.7. You will treat all information we give you (other than information which is in the public domain) as confidential including, but not limited to, legal advice given to you and the contents of our engagement letter to you. You will not disclose that confidential information to any other person unless we give our written consent or as required or permitted by law or any regulatory authority to which you are subject.
   • 4.8. If you share with a third party any advice or information we have provided to you, we will not have any liability to them and we do not agree that any legal advice provided to you may be relied upon by anyone other than you for any purpose unless we have agreed to this in writing.

   Legal professional privilege

   • 4.9. Communications between you and us may be protected from disclosure to third parties by a legal professional privilege. However, you should be aware that if you disclose those communications to a third party (whether or not in contravention of your confidentiality obligations to us) applicable legal professional privileges may be lost. You are reminded to seek our advice before doing so.

5. Client Identification and Instructions

   Communications

   • 5.1. We will use electronic communication when working on your matters unless you tell us not to. If we use electronic communication, we take reasonable precautions to ensure it is virus free, but this cannot be guaranteed and you accept this and the other risks inherent in this form of communication.
   • 5.2. Electronic communication and telephone communications may be monitored in accordance with applicable law and regulations.
   • 5.3. We rely on you to tell us in writing if you have any preferred method of communication or if communication is only to be made through one or more designated individuals.

   Client identification

   • 5.4. When asked, you will provide the necessary information for us to check your identity for the purposes of our statutory compliance and professional obligations.

   Instructions

   • 5.5. You will tell us the full background of your matter, give us timely and accurate information, tell us promptly of any change in circumstances that may affect your matter, respond promptly to our requests for instructions and information and tell us promptly if you have any queries or concerns.

6. Data Protection

   • 6.1. To enable us to provide the services to you, we may collect personal data from you or about you on your behalf. This includes information provided to us through your use of the Platform, a record of any correspondence between us (including telephone calls), and details of transactions you carry out with us. Please note that we do not store credit card details and we do not share your details with any third parties without your consent.
   • 6.2. Where we do not act directly for the data subject, the parties acknowledge and agree that in relation to the personal data each party acts as an independent data controller, and each party will comply with all requirements and obligations applicable to them under the Data Protection Legislation. The Data Protection Legislation includes the following legislation to the extent applicable from time to time: (i) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by the Data Protection Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020, (ii) the Data Protection Act 2018 as amended by the Data Protection, Privacy, and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 (the “UK GDPR”), and (iii) any other applicable national laws, regulations, and secondary legislations in the UK related to the processing of personal data and electronic communications, as amended, replaced, or updated from time to time. The terms personal data, process, processing, processor, controller, data subject, have the meanings given to them in the Data Protection Legislation.
   • 6.3. You must only share personal data with us where you have (i) provided the necessary information to the data subject regarding its use, (ii) a lawful basis to disclose the personal data (which, absent another lawful basis, shall be with the data subject’s consent), and (iii) complied with the necessary requirements under the Data Protection Legislation.
   • 6.4. Provided it is legally appropriate to do so, we will promptly notify you and you will promptly notify us, as the case may be, if we or you (i) receive a request, complaint, or correspondence from or on behalf of a data subject requesting to exercise their rights under the Data Protection Legislation, (ii) are served with information, enforcement, assessment notice, or a similar notice, or receive any other material communications regarding our processing of personal data by the Information Commissioner’s Office (the “ICO”) or another supervisory authority if you are outside the UK, or (iii) believe that there has been an incident resulting in the accidental or unauthorized access to, or destruction, loss, unauthorized disclosure or alteration of personal data.
   • 6.5. Upon reasonable notification to the other, each party shall cooperate and reasonably assist the other and take commercially reasonable steps or provide the information as necessary to enable the other party to comply with the Data Protection Legislation in respect of the services.
   • 6.6. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
   • 6.7. In circumstances where you are the data controller and we are a data processor, the following provisions will apply:
     • 6.7.1. the details of such processing of personal data are agreed between the parties as the following:
       • – subject matter; legal advice purpose; as per Clause 6.8 below
       • – information types; name, address, email address, financial information, job title, telephone number, postal address
       • – categories of data subject; customers;
     • 6.7.2. we shall only process personal data in accordance with your documented instructions (including the instructions set out in these Terms of Business) unless required to process such personal data for other purposes by applicable laws or regulatory authorities. In such circumstances, we shall provide notice to you unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest;
     • 6.7.3. we shall ensure our staff who process personal data on your behalf are subject to obligations of confidentiality (either by contract or by statute);
     • 6.7.4. we shall take all reasonable, proportionate, and appropriate measures to comply with the security requirements of Data Protection Legislation;
     • 6.7.5. you consent to us engaging sub-processors to process personal data on your behalf;
     • 6.7.6. where we engage a sub-processor, we shall enter into a written contract on similar terms but no less onerous than these terms;
     • 6.7.7. we shall provide you as data controller with reasonable assistance using appropriate and proportionate technological and organisation measures to meet your obligations with regard to data subjects exercising their rights under Data Protection Legislation; or with regard to data protection impact assessments; and/or where required consultations with the ICO;
     • 6.7.8. we shall notify you without undue delay on becoming aware of a personal data breach;
     • 6.7.9. we shall, provided you give us fourteen days written notice, make available to you information demonstrating our compliance with the Data Protection Legislation and/or allow you (or a third party on your behalf) to audit, at your sole expense, the same as may be required by Data Protection Legislation.
     • 6.7.10. we shall, subject to legal or regulatory requirements, at termination or the date on which the service provision ends, at your request, either delete or return such personal data processed on your behalf.
   • 6.8. We will process the personal (and non-personal) data that you provide to us for the following purposes:
     • 6.8.1. carrying out work on your instructions;
     • 6.8.2. providing appropriate instructions or information to others working for you, including those located outside the US;
     • 6.8.3. complying with our legal, professional, and regulatory obligations;
     • 6.8.4. maintaining and using databases of current clients/contacts;
     • 6.8.5. verifying your identity;
     • 6.8.6. updating and enhancing client records;
     • 6.8.7. analysis to help us manage our practice; and
     • 6.8.8. statutory returns.
   • 6.9. ElevateNext may send you marketing information and exclusive offers to help you grow and protect your business if you have provided us with your written consent to do so either prior to or at the time of accepting these Terms of Engagement. You can see EULA to learn more how ElevateNext processes your personal data and you can unsubscribe or change your preferences at any time.
   • 6.10. We may transfer your collected data outside the UK and will do so by employing appropriate safeguards as required by UK GDPR. You acknowledge and agree that it may be processed outside the UK to fulfil your order and deal with payment.
   • 6.11. We will not collect more personal data than necessary for the purposes set out in Paragraph 6.8, and we will not retain such personal data for any period longer than necessary to carry out the purposes set out in Paragraph 6.8.
   • 6.12. Any payment transactions will be encrypted. If we give you a password, you must keep it confidential. Although we try to provide protection, we cannot guarantee complete security for your data, and you take the risk that any sending of that data turns out to be not secure despite our efforts.
   • 6.13. We are allowed to disclose your information in the following cases:
     • 6.13.1. if we want to sell our business, or our company, we can disclose it to the potential buyer;
     • 6.13.2. if we want to sell or buy any business, or assets, we can disclose your personal data to the potential buyer or seller of such business or assets;
     • 6.13.3. we can disclose it to other businesses in our group, which means our subsidiaries, our ultimate holding company and its subsidiary as defined in Section 1159 of the UK Companies Act 2006;
     • 6.13.4. we can disclose it if we have a legal obligation to do so, or in order to protect other people’s property, safety or rights; and
     • 6.13.5. we can exchange information with others to protect against fraud or credit risks.
   • 6.14. In addition, we use third party service providers to assist us in carrying out certain functions on our behalf. These include companies that assist with payment processing, search engine facilities, advertising and technology services. We only share the appropriate level of personal and non-personal data to enable the supplier to provide their services.  Where your personal data is required to be shared we will take all reasonable steps to ensure your data is handled safely and securely and in accordance with our and the suppliers’ obligations under Data Protection Legislation.
   • 6.15. Should you have any questions about our treatment and handling of personal data, please contact your relationship lawyer or our Data Protection Office at dpo@elevate.law.

7. Files, Documents and Electronic Data

   Files and documents

   • 7.1. We may store the files and other documents relating to your matters either electronically or in paper format.
   • 7.2. If you ask us to pass you any of your files and documents, we may do so either in paper form or on standard electronic storage media. We reserve the right to keep copies of any of your files and documents for our own records.
   • 7.3. We can destroy any papers and records (including electronic records) that we hold relating to your matters as required per applicable law.
   • 7.4. We retain copyright and all other rights of ownership in works we prepare and the files, correspondence and documents relating to your matter unless we have specifically agreed otherwise.

   Duty of care

   • 7.5. Our duty of care under this Engagement and any duty of care we also owe as a matter of law is a duty owed to you alone. We do not owe a duty of care to any third party and assume no responsibility to any third party in respect of the performance of our duties to you.
   • 7.6. We are not liable for any failure to fulfil our obligations due to circumstances beyond our reasonable control or due to actions on your part that prevent us from reasonably being able to fulfil our obligations.

8. Conflicts of Interest

   We are subject to strict legal and professional obligations not to act for you where we have a conflict of interest. If a conflict of interest arises, we will discuss this with you with aim of resolving the conflict. If we cannot, we may have to cease acting for you on that matter or generally. In the absence of a legal conflict of interest, our relationship with you will not prevent us from acting for other clients. We search our records to ensure at the outset of the engagement that there is no actual or potential conflict of interest so as to protect you from conflicts of interest.

9. Complaints Procedure

   We are committed to providing a high-quality service.  If you have any questions or a complaint about our service or your bill, please contact the responsible lawyer referred to in our engagement letter as quickly as possible. Alternatively, you may wish to speak to a lawyer manager who will be glad to discuss any matters you may wish to raise. Please email elevate.compliance@elevate.law to so that we may arrange a call to discuss any issues.

10. Binding Arbitration

    • 10.1. If we cannot resolve any disputes between us amicably, then any dispute will be resolved through private and confidential arbitration. Specifically, you and we agree that any claim or dispute arising out of or in any way relating to these Terms, the Engagement or any service we provide you will be resolved through binding arbitration before a single neutral arbitrator under the auspices of the Phoenix, AZ office of JAMS and its rules regarding the resolution of commercial disputes then in effect. The arbitrator shall limit discovery to what is reasonably necessary to permit a fair resolution of all claims. Discovery shall be proportionate to the amount in dispute. The arbitration hearing shall be held in Phoenix, AZ. Judgment on any award may be entered in any court having jurisdiction, You consent to personal jurisdiction and venue in the state and federal courts in Arizona and in connection with any arbitration held in Arizona. Each party shall be responsible for its own legal fees and costs associated with such arbitration, and the parties agree that they will evenly split the arbitrator’s fees and any associated fees or costs of the arbitration association (JAMS).
    • 10.2. We may receive undertakings from another firm of lawyers during the course of a matter or transaction for you. We do not accept any liability in the event that such other firm fails to fulfil such undertakings in whole or in part. This will not prejudice your ability to pursue such other firm for recourse to the extent the terms of your engagement or applicable laws allow.

11. Termination

    • 11.1. You may terminate your Engagement with us at any time by written notice to us. We may only stop working for you if the reasons comply with the ethical rules that govern our services.
    • 11.2. Termination by you or by us for any of the above reasons will not affect our right to payment for work done before the date of termination.
    • 11.3. Where we are ethically able to stop or suspend work on one matter, we have the right to stop or suspend work on any other matter for you. We will tell you before we do this.

12. General

    • 12.1. These Terms and our services are governed by Arizona law without regard to conflicts of laws principles.
    • 12.2. References in this document to “you” or to “our client” mean our client as identified in our engagement letter to you. If this document references “Terms” this means, where the context permits, these Terms of business as supplemented by our engagement letter to you.
    • 12.3. If any part of these Terms is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
    • 12.4. If in the future the business of ElevateNext is transferred to a new entity (including, but not limited to, a limited company or a merged entity) you agree to the novation of any Engagement Agreement(s) that we have with you in favor of the new entity provided that we notify you of the transfer. The novation will take effect on the date of the transfer to the new entity. The novation will only affect rights and obligations under the Engagement Agreement(s) with effect from the date of the transfer. From the date of transfer, services will be provided to you by the new entity in place of ElevateNext.