Factum — Engagement Letter and Terms of Business
Litigation-support services
Part A. Engagement letter
[Date]
To: [Client name and address] ("the Client") Matter reference: [Factum matter id] / [Client's reference]
Dear [Name],
Factum, operated by Factum Probatum Limited (company in formation) (company number [•], registered office [•]) ("Factum", "we"), will provide the services described below on the Terms in Part B. The Client is [the instructing solicitor or firm / the litigant in person]. Where the Client is a solicitor or firm, we act as the Client's agent in supporting the Client's conduct of the matter. Where the Client is an individual acting outside a business, Part C (Consumer Terms) also applies.
1. Services. We will prepare a Factum package from the message exports supplied by the Client (the "Sources"). A package contains:
(a) a source manifest: each Source, its SHA-256 hash, its format tier, and declared completeness and known gaps; (b) an evidence table: each message normalised to a line, with a stable line reference back to the Source; (c) ledgers: counts, sequences, intervals between messages of different senders and intervals without recorded messages, each figure stated with its denominator and cited to message lines; (d) a schedule against the pleaded paragraphs or issues the Client identifies, where requested; (e) a method statement, using our template, signed by the person responsible at Factum.
Any further item (assertion tester, two-export reconciliation, cite-check) is added only by written agreement.
2. What the services are not. Factum provides litigation-support services. We do not give legal advice, and nothing we supply is legal advice. We do not express a view on any person's honesty, motive or character, on the merits of any claim, or on whether any item is admissible or will be admitted. The tool and method state what the record shows; the Client's solicitor or the Client decides what to cite and what it means. We do not file or serve documents, correspond with the court or any other party, or attend hearings as representative. The Client identifies the pleaded paragraphs or issues for any schedule. We are not a McKenzie friend or an expert witness.
3. Turnaround. Standard: [5] working days from the later of (i) receipt of complete Sources and (ii) payment of any deposit. Expedited: [2] working days, subject to capacity and confirmed in writing. Time runs from our written acknowledgement that the Sources are complete enough to process.
4. Fee. Fixed fee by band, set by the number of messages across the Sources:
- Band 1: up to [•] messages — £[750]
- Band 2: [•] to [•] messages — £[1,500]
- Band 3: [•] to [•] messages — £[3,000]
Expedited uplift: [•]%. Fees exclude VAT, which is added where chargeable. Where the Client is a solicitor, the solicitor is our contracting party and is liable for the fee; its recovery from the lay client is a matter for the solicitor. The band is confirmed in the quote before work starts; if the Sources turn out to be in a higher band, we will tell you before proceeding.
Signed for Factum: ______________________ Name/Title: ______________ Date: ________
Accepted by the Client: __________________ Name/Title: ______________ Date: ________
Part B. Terms of business
1. Definitions. "Services", "Sources", "Package" and "Deliverables" have the meanings in the letter. "Data Protection Law" means UK GDPR, the Data Protection Act 2018, EU GDPR where applicable and the Swiss FADP. "DPA" means the Data Processing Agreement between the parties, which forms part of these Terms. Where the Client is a consumer, Part C applies in place of clauses 9(b)–(d) and 11 so far as they differ.
2. No paid work before cover. We begin chargeable work only once these Terms and the DPA are signed and any deposit is paid.
3. Client obligations. The Client confirms and, by instructing us, warrants that:
(a) it lawfully holds the Sources, and has authority to give them to us for the stated purpose; (b) the Sources are complete as exported, or it has told us in writing, in the completeness declaration on the intake form, what is missing, deleted or edited that it knows of; (c) it has not altered any Source, and has told us of any conversion or re-export; (d) it has identified any privileged or severed material (for example channels with its own lawyers) and any topic to exclude; (e) it will promptly answer our queries.
We rely on these statements. A false or incomplete declaration is the Client's responsibility and limits what the method statement can say.
4. Standard of service. We will perform the Services with reasonable skill and care, using the pipeline and codebook versions stated in the method statement. Where coding uses an AI model, the output is labelled as AI-assisted in the method statement, a sample is independently checked, and the disagreement rate is reported. Every quotation in the Deliverables is checked against the Source.
5. No warranty of admissibility or outcome. Admissibility, weight and the use of any Deliverable are for the court and the Client's advisers. We do not warrant that any Deliverable will be admitted, accepted or relied on, or that it is complete beyond the Sources supplied. If a court orders it, or the Client asks, the signatory of the method statement will give a statement of fact of what was done and may attend to confirm it. We give no opinion evidence. Attendance is charged at £[•]/day; the Client indemnifies us for third-party costs of complying with an order obtained in its proceedings.
6. Confidentiality and privilege. (a) We keep the Client's information and the Deliverables confidential and use them only to perform the Services. (b) Where instructed by a solicitor, we act at the solicitor's direction as its agent; the Deliverables are prepared for the dominant purpose of conducting litigation in progress or reasonably contemplated, and the Client is responsible for maintaining that purpose. Where the Client is a litigant in person, the same dominant-purpose statement applies to the Client's own instruction. Nothing restores privilege to a Source that lacked it. (c) We will not disclose Client information except to sub-processors named in the DPA, as the Client directs, or as required by law or court order; where lawful we will tell the Client first so that it can assert privilege. (d) Nothing in these Terms waives privilege, and nothing we do is intended to.
7. Data protection. The parties' roles and obligations on personal data are in the DPA. In summary: the Client is controller; we are processor; processing is on documented instructions; sub-processors are listed and changes notified; originals are held immutably; and data is returned and deleted at the end as the DPA provides. If these Terms and the DPA conflict on personal data, the DPA prevails.
8. Intellectual property. The Deliverables, and the Client's Sources, belong to the Client once paid for. Factum retains all rights in its software, parsers, codebooks, lexicons, templates, method and gold-standard sets ("Factum IP"), and grants the Client a perpetual, non-exclusive licence to use the Factum IP embedded in the Deliverables to read, use, serve and rely on them in the matter. We may record parser and pipeline defects found on a matter, without Client content, to correct our software. We will not train any model on Client content, and we will not permit any provider to.
9. Liability. (a) Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded. (b) Subject to (a), our total liability to the Client arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (i) three times the fees for the matter and (ii) £[100,000]. (c) Subject to (a), we are not liable for loss of profit, loss of opportunity, adverse costs, or indirect or consequential loss, or for any outcome of the proceedings. (d) For breach of the DPA or Data Protection Law, liability is limited to £[250,000] per matter, in addition to clause 9(b). (e) The Client should not rely on this cap as a substitute for its own insurance.
10. Termination and deletion. Either party may end the engagement on written notice. If the Client ends it, fees for work done to the date of notice are payable, pro rata to the stage reached [•]. We may end it immediately if the Client breaches clause 3 or does not pay. On completion or termination we will, before deletion, give the Client a full export of Sources and Deliverables; then, after [30] days (unless the Client has set a litigation hold in writing), destroy the matter keys and objects and provide a deletion certificate with hashes. We may keep a record of fees and the deletion certificate, and what the law requires us to keep.
11. Payment. Invoices are payable within [14] days of date. [50]% deposit for Band 3 or expedited work. Interest on late payment at the rate under the Late Payment of Commercial Debts (Interest) Act 1998 where the Client is a business. We may withhold delivery of the final Deliverables until payment is received.
12. Complaints. Please raise any concern with [name/contact]. We will acknowledge within [2] working days and respond within [20] working days. Factum is not regulated by the SRA, the BSB or any legal regulator, is not a law firm and does not hold client money.
13. Force majeure; assignment; entire agreement. Neither party is liable for delay caused by events beyond its reasonable control. Neither may assign without the other's consent, save that we may use subcontractors (including sub-processors) and remain responsible for them. The letter, these Terms and the DPA are the whole agreement and replace earlier discussions. Variations must be in writing. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
14. Governing law and forum. [Governing law and forum to be confirmed. Default under review: law of England and Wales, courts of England and Wales exclusive.]
Part C. Consumer Terms — notice for litigants in person
Applies where the Client is an individual acting wholly or mainly outside a trade, business or profession, and the contract is made at a distance (Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013).
C1. Right to cancel. You may cancel this contract within 14 days without giving a reason. The 14 days end 14 days after the day the contract is made (the day you accept the letter). To cancel, tell us by a clear statement (letter or email to [address / email]); you may use the form below. Send it before the period ends.
C2. Refund. If you cancel, we will refund all payments within 14 days of the day we are told, by the means you paid with.
C3. Starting within the 14 days. We will not start work in the 14 days unless you ask us to, expressly, on the acceptance form. If you ask us to start and then cancel, you pay an amount in proportion to what we have provided up to the time you told us, compared with the full contract. If the Services are completed within the 14 days after your express request, and you have acknowledged on the form that you lose the right to cancel once they are fully performed, the right ends. Turnaround under Part A runs from the end of the 14 days unless you ask us to start earlier.
C4. Your statutory rights; liability. Nothing here affects your rights under the Consumer Rights Act 2015, including that the Services be performed with reasonable care and skill (s 49). Clauses 9(b) and 9(c) apply to you only to loss not caused by our negligence or breach of those duties. Clause 11 interest and withholding do not apply to you.
C5. Complaints and ADR. Complaints follow clause 12. If we cannot resolve a complaint, we will tell you which approved ADR entity we use and whether we agree to use it: [approved ADR entity — to be selected under the Alternative Dispute Resolution for Consumer Disputes Regulations 2015].
Model cancellation form. To [Company, trading as Factum, address, email]: I give notice that I cancel my contract for the Factum service, matter [reference]. Ordered on [date]. Name; address; signature (if on paper); date.
Factum, operated by Factum Probatum Limited (company in formation). Registered in [•], number [•], registered office [•]. VAT [•].