1. Definitions and Agreed Terms

   Accepted Case	is a legal case where the Client has instructed a Member and the Member has formally engaged with the Client on the Member’s terms and conditions
   Case Type	means the type of Accepted Case as categorized in Appendix A within which an Accepted Case falls
   Client	is a member of the general public or a company or organization whom the Member has agreed to act on their behalf or provide services in a legal case in accordance with Clause 2.5
   Effective Date	means the date of this agreement
   Force Majeure Event	means an event as set out in Clause 11
   Intellectual Property	means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;
   Member	means (a) in the case of an individual, a solicitor, paralegal or barrister who has published their personal profile on the Website and has signed this Agreement; or (b) a corporate body or partnership which has signed this Agreement, in which case any reference to “Member” herein shall be construed as meaning such entity and, where applicable or as the context demands, any employee, member, partner or officer of such entity from time to time
   Member Profile Area	a collection of Web Pages on the Website controlled by the Member, within which professional information, facts, figures, education, qualifications, awards, case studies and other such information may be published from time to time
   Prospect	means a potential client whom is not yet a Client because their case has not become (and may never become) an Accepted Case
   Referral Enquiry	shall mean an enquiry via the Website from a Prospect in respect of the legal services offered by the Member
   Referral Fees	shall mean the fees payable under this fee sharing agreement as prescribed in Clause 2 herein for an Accepted Case under Appendix A
   Term	means the period commencing on the Effective Date
   Website	means the collection of web pages published on the domain www.Simply Law.co.uk

   1. Clause headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.
   2. The Appendix shall form part of this Agreement as if set out in the main body of this Agreement. In the event of any conflict between the provisions of the main body of this Agreement and provisions of the Appendix the former shall prevail.
   3. Words in the singular shall include the plural and vice versa, references to persons include corporations, partnerships and other incorporated associations or bodies of persons.
   4. In the event and to the extent only of any conflict between the clauses and the Appendix, the clauses shall prevail.
   5. References to statutory provisions shall be construed as references to those provisions as replaced, amended or re-enacted from time to time (whether before or after the date of this Agreement) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.

2. Referrals & Fee Sharing Referral Fees

   1. Subject to the terms and conditions of this Agreement, Simply.Law may from time to time refer Prospects to the Member.
      1. It is understood that Simply.Law is acting as a referral source only and shall have no authority to enter into any agreements, obligations or commitments, or to negotiate the terms of agreements on behalf of or between Prospects and Members.
      2. Simply.Law shall not make promises or issue any warranty either expressed or implied pertaining to the number of referrals of Prospects it shall make to Members throughout the duration of this Agreement.
      3. Simply.Law acknowledges that the Member may enter into referral agreements or similar such arrangements with other parties and that Simply.Law shall have no rights under such agreements or to any fees for customers referred to the Member by others.
   2. Simply.Law shall give the Member written notice of Referral Enquiries by email and/or via the Solicitors Login area of the Website.
   3. The Member in its sole discretion shall have the option to enter into or decline to enter into an agreement with any Prospect to become a Client, subject to being able to formally engage with the Client on the Member’s normal terms and conditions.
   4. In the event the Member declines for any reason to enter into an agreement with any Prospect, the Member shall have no obligation to Simply.Law under this Agreement or otherwise with respect to such Prospect or any Referral Fees.
   5. If a Prospect referred to the Member by Simply.Law has not previously entered into an agreement with the Member and has not previously been referred to the Member by any other person; and not previously been documented as a Client; and the Member enters into an agreement with any such Prospect, upon such terms and conditions acceptable solely to the Member and such Prospect, within 30 days of such Prospect becoming a client of the Member, such Prospect shall be considered to be a Client of the Member for the purposes of this Agreement and the Member shall pay the Referral Fee for the Case Type as prescribed in Appendix A.
   6. In the event a referral of a Prospect is disputed among one or more Members, Simply.Law alone shall determine which Member, based solely upon its discretion is entitled to enter into an agreement with the Prospect to become a Client.
   7. IN CONSIDERATION of Simply.Law referring Clients to the Member in accordance with the terms and conditions of this Agreement, the Member agrees to pay Simply.Law 10% of its aggregate invoiced legal fees, including any success/win/uplift fees (but excluding VAT and disbursements such as expert witness fees, counsel fees and court fees), in respect of any Referral of any category of case and as set out in Appendix A that is accepted by the Member.
      1. At the beginning of the case and periodically (at least monthly) throughout the duration of the case the Member shall submit a declaration (see Appendix B), via the Members login on the Website to Simply.Law with details of the status of each Prospect and Accepted Case. Each Accepted Case shall be denoted with the appropriate referral fee code taken from Appendix A to enable Simply.Law to collate data and produce management reports regarding the types of cases being handled by its Members from time-to-time.
      2. The Member shall categorise each Accepted Case into Cat A,B,C or D at the time any Referral is accepted by the Member for the purpose of case management and administration by both the Member and Simply.Law as follows:
         1. Cat A – Where the client puts the Member in funds at the beginning of the case and makes interim payments as the case progresses.
         2. Cat B – Where the Member may recommend litigation funding to its client. In such cases a process typically begins at an early stage of the case to apply for funding; approval for which generally takes around six to eight weeks.
         3. Cat C – The case is dealt with under a Conditional Fee Agreement (CFA). In such instances, the Member may not recover any fees until the case reaches a successful settlement.
         4. Cat D – High value corporate transactional matters.
      3. As soon as the legal fees are settled by the ultimate client in full or in part, as set out above within this Clause 2, the Member must update the declaration in the lawyer login area to show that funds have been received by the Member in respect of an Accepted Case, such that administration of the Referral Fee (either as a stage payment or in its entirety) can be concluded accordingly by Simply.Law.
      4. Simply.Law shall invoice each Member and the Member shall pay Simply.Law the Referral Fees due for all Accepted Cases no later than seven days after the end of each month in which the Member received such fees.
      5. Referral Fees will be deemed to be due by the Member and the Member shall be obliged to update the declaration within the Member login area as set out above either:
         1. 1. In the case of Cat A, B & C, as soon as:(a) Legal fees have been received from the ultimate client or litigation funder in settlement of the Member’s fees, including any interim payments as may from time to time be received by the Member, or(b) The case reaches a conclusion following recovery of legal fees from a third party;

         or

         1. In the case of Cat D, 7 days after settlement of the Member’s fees by the Client.
      6. if several members from the same law firm submit declarations or the law firm submits a batched declaration, Simply.Law shall invoice the law firm on a batched basis.
      7. Simply.Law shall have the right to charge interest on overdue balances at the rate of 4% per year above the base rate of Barclays Bank Plc, calculated from the date when payment of Referral Fees becomes due for payment up to and including the date of actual payment, whether before or after judgment.
      8. The Referral Fees payable under this Agreement are exclusive of VAT, which shall be payable by the Member at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.
   8. Simply.Law shall be entitled to vary the Referral Fees with effect from the end of the first year or any date thereafter by giving to the Member a minimum of three calendar months’ notice in writing of the new Referral Fees.
   9. If the Member fails to make any payment of any Referral Fees (which is not the subject of a bona fide dispute) due to Simply.Law in full within seven days of the due date and has failed to give a reasonable written explanation for such failure to Simply.Law, then, without prejudice to any other right or remedy, Simply.Law shall be entitled to:
      1. suspend the membership of the Member (and in doing so remove the Member’s profile from the Website) until all sums due to Simply.Law have been paid in full (but only after having given written notice to the Member of its intention so to do); and/or
      2. charge the Member for any costs incurred in obtaining (or attempting to obtain) payment of any unpaid amounts including, without limitation reasonable legal fees.

3. Indemnity

   There is no indemnity provided by either party to the other under the terms of this Agreement, except to the extent provided for in clause 8.2.

4. Commencement and duration

   This Agreement shall commence for an initial period of twelve months from the Effective Date and shall remain in force thereafter on an annual rolling basis, unless and until terminated in accordance with any of the provisions of clause 12 or any other clause of this Agreement.

5. Relationship

   1. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Referral Agreement and at no time may the Member position itself as affiliated to Simply.Law, except as an independent lawyer or solicitor featured on the Simply.Law Website. In view of this independent relationship the Member shall not enter into any agreements on behalf of Simply.Law, shall make no warranty either expressed or implied on behalf of Simply.Law and shall not incur any expenses on behalf of Simply.Law.
   2. Simply.Law encourages its Members to adhere to the Membership Code as described in Appendix C, where appropriate and insofar as it does not create a conflict with the Member’s own code of practice, its practice rules or client confidentiality obligations.

6. Warranties

   1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.

7. Limitation of Liability

   1. Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
      1. death or personal injury caused by its negligence;
      2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
      3. fraud; or
      4. any other liability which cannot be excluded or limited under applicable law.
   2. Subject to clause 7.1, Simply.Law’s aggregate liability in respect of claims based on events arising out of or in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the amounts paid or payable to Simply.Law under this Agreement in the preceding 12-month period by the Member.

8. Intellectual Property Rights

   1. All Intellectual Property Rights in and any modifications to the Website belong and shall belong to Simply.Law.
   2. The Member shall have full responsibility and liability for the content placed within their Member Profile Area on the Website and shall fully indemnify and hold harmless Simply.Law in respect of any claim, loss, damage or action that may be taken against Simply.Law in respect of the Member’s obligations under this Agreement and in connection with their profile on the Website.

9. Data protection

   The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.

10. Confidentiality

    1. Each Party shall ensure that disclosure of any Confidential Information is restricted to those employees, directors or contractors, and/or its subsidiary or associated companies who need access to the Confidential Information for the purposes of the Agreement. Copies or reproductions of the Confidential Information shall not be made except to the extent reasonably necessary for the purposes of the Agreement and all copies made shall be the property of the disclosing Party. That Party shall return all Confidential Information and any copies to the disclosing Party within 30 (thirty) days of receipt of a written request.
    2. In this clause “Confidential Information” shall mean product, business, market, strategic or other information or data (including but not limited to information retained on all types of medium including written, diagrammatical, software or other storage medium) relating to the Agreement or the business or affairs of either Party disclosed whether in writing, orally or by any other means, and whether or not that information is marked “confidential” excluding any information which:
       1. is in or comes into the public domain in any way without breach of this Agreement by either Party or a 3rd party;
       2. either Party can show was in its possession or known to it prior to receipt from the other;
       3. a Party can show was developed by or for it at any time independently of any information disclosed to it by the other;
       4. a Party obtains or has available from a source other than the other Party without breach;
       5. is hereafter furnished by a Party to a third party without restriction on disclosure or use or:
       6. is disclosed by a Party with the prior written approval of the other in accordance with the terms of such written approval. That Party shall maintain Confidential Information in confidence and shall exercise in relation to the Confidential Information no lesser security measures and degree of care than those which the disclosing Party applies to its own confidential information, which that Party warrants as providing the protection required by this Agreement against unauthorised disclosure, copying or use.

11. Force majeure

    Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 45 days, either party may terminate this Agreement by written notice to the other party.

12. Termination

    1. This Agreement shall apply for a minimum period of twelve months from the Effective Date and shall continue as an annual Agreement thereafter unless terminated by either Party giving to the other three months notice in writing.
    2. Either party may terminate this Agreement immediately at any time by written notice to the other party if:
       1. that other party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 (thirty) days after the service of written notice specifying the breach and requiring it to be remedied; or
       2. that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement) or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party; or the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction);
       3. or that other party has been subject to a Force Majeure event for a period of more than 45 (forty five) days.
    3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come onto or continue in force on or after such termination.
    4. Upon termination of this Agreement, a list shall be prepared of all pending unfinished business involving any Clients or Prospects referred by Simply.Law (which list shall be agreed to and signed by both parties hereto and shall control any and all claims for Referral Fees after the termination of this Agreement).

13. Notices

    1. A notice given under this Agreement:
       1. must be in writing in the English language (or be accompanied by a properly prepared translation into English);
       2. must be sent for the attention of the person, and to the address or email address given in this clause (or such one other person, address or email address as the receiving party may have notified to the other, such notice to take effect 5 (five) days from the date of the notice being sent ); and
       3. must be delivered personally or sent by email, sent by pre-paid first-class post, recorded delivery or registered post, or (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.
    2. To prove service it is sufficient to prove that the notice was transmitted by email to the email address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
    3. Routine operational communication under the terms of this Agreement shall take place between the Member or their nominees as identified from time to time and the nominated employees, agents or appointees of Simply.Law as advised from time to time.

14. Dispute Resolution Procedure

    1. Both parties acknowledge that circumstances change and that situations will arise which may not have been fully anticipated by this Agreement, and that this may lead to disputes about responsibilities under this Agreement. In such circumstances, both parties undertake to work in good faith and to use every reasonable endeavour to find a mutually acceptable resolution to such disputes.
    2. Should a dispute of any nature arise between the parties to this Agreement, then the designated nominees will use every reasonable endeavour to resolve such dispute.
    3. Should the designated nominees fail to bring any dispute to resolution within 14 days of a written notice of a dispute being given by either party’s nominee to the other, then a formal notice shall be served by the formal representative of the party first notifying the dispute to the other party’s formal representative.
    4. The formal representatives of each party shall use every reasonable endeavour to resolve the dispute, such as but not limited to holding meetings of all interested parties.
    5. Should all efforts to address the dispute not reach a resolution within 30 days of the date of formal notification, then the parties shall appoint an independent arbiter to consider and arbitrate on the dispute. Should the parties not be able within 7 days to agree on such a person, then they shall ask the Chartered Institute of Arbitrators to nominate an arbiter, which selection shall be binding upon both parties.
    6. The decision of the duly appointed arbiter shall be binding upon both parties.

15. Assignment

    Neither party may assign or transfer this Agreement or any of its rights herein without the prior written consent of the other.

16. Variation and waiver

    1. A variation of this Agreement must be in writing and signed by or on behalf of both parties.
    2. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
    3. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

17. Severance

    1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. Governing law and jurisdiction

    1. This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

19. Entire Agreement

    This Agreement constitutes the sole and entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This Agreement supersedes all prior communications or agreements written or oral, and is intended as a complete and exclusive statement of the terms of the Agreement between the parties.

This Agreement has been entered into on the date stated at the beginning of this Agreement.