Legal Professional Terms and Conditions

1. Introduction and Definitions

1.1 About This Agreement

These Legal Professional Terms and Conditions ("Professional Terms") constitute a legally binding agreement between you, the legal professional ("Professional", "you", or "your"), and Orchard72 ("Orchard72", "Platform", "we", "us", or "our").

These Professional Terms supplement and should be read in conjunction with our general Terms of Service and Privacy Policy. In the event of any conflict between these Professional Terms and the general Terms of Service, these Professional Terms shall prevail with respect to your activities as a legal professional on the Platform.

1.2 Definitions

In these Professional Terms, the following definitions apply:

• "Client" means any individual or organisation that uses the Platform to create, manage, or obtain advice regarding wills or related estate planning matters.
• "Directory" means the searchable listing of legal professionals whose identity and credentials we have confirmed at the point of listing, available on the Platform. Listing does not constitute a warranty by the Platform as to a Professional's ongoing competence or the adequacy of their insurance.
• "Platform Services" means the services we provide to legal professionals, including but not limited to directory listing, client matching, will review services, video consultation facilitation, and white-label widget provision.
• "Professional Account" means your registered account on the Platform as a verified legal professional.
• "Professional Services" means the legal services you provide to Clients, including will review, consultation, and advice.
• "Recipient Firm" means a firm or practice, outside the Platform and holding no Professional Account, to which the Platform sends a will-file disclosure request on your instruction under Section 7.10. A Recipient Firm is not a Client and does not become one by receiving or answering a request: it has no agreement with the Platform, owes you nothing under these Terms, and acquires no rights under them.
• "Regulatory Body" means the professional regulatory authority governing your practice in your jurisdiction, such as the Solicitors Regulation Authority, Bar Council, Law Society, or equivalent body.
• "White-Label Widget" means the embeddable will creation tool that can be integrated into your own website under your branding.
• "Fee Model" means the one model the Platform applies to your profession class in your market under Section 6.2: Revenue Share, Listing Subscription, Paid Listing or Free Listing.
• "Revenue Share" means the Fee Model under which the Platform retains a commission, at the rate for your profession class, from the fees Clients introduced through the Platform pay you, as specified in Section 6.2.
• "Listing Subscription" and "Paid Listing" mean the two listing-fee Fee Models; under the first, Clients can book you through the Platform, and under the second they cannot, as specified in Section 6.2.
• "Free Listing" means the Fee Model under which your directory listing costs nothing, as specified in Section 6.2.
• "Booking Fee" means the flat fee a Client pays the Platform when booking a consultation with a professional whose Fee Model is a Listing Subscription. It is the Platform's own charge, is not part of your fee and does not reduce it.
• "Stripe Connect" means the payment infrastructure used to facilitate the transfer of professional service fees between Clients, the Platform, and you.
• "Seat" means a user licence within your Professional Account, allowing an authorised member of your organisation to access the Platform.
• "Own Client" means a client you acquired independently outside the Platform, who you introduce to the Platform for will creation or document management purposes.

2. Eligibility and Registration

2.1 Eligibility Requirements

To register as a legal professional on our Platform, you must meet and continue to meet the following requirements:

• Be a qualified legal professional in good standing with your Regulatory Body
• Hold a valid practising certificate, licence, or equivalent authorisation to provide legal services in your jurisdiction(s)
• Maintain adequate professional indemnity insurance coverage as required by your Regulatory Body or as specified by the Platform
• Have no current disciplinary sanctions, restrictions, or investigations that would affect your ability to provide legal services
• Be legally authorised to enter into binding contracts
• Comply with all applicable laws, regulations, and professional conduct rules in each jurisdiction where you practise

2.2 Multi-Jurisdiction Practitioners

If you practise in multiple jurisdictions, you must provide valid credentials and maintain compliance with the requirements of each jurisdiction separately. Your registration must include all jurisdictions in which you intend to provide services through the Platform.

2.3 Registration Process

During registration, you must provide accurate, complete, and current information, including:

• Personal and professional contact details
• Professional qualifications and credentials
• Regulatory Body registration details and licence numbers
• Professional indemnity insurance documentation
• Areas of practice and expertise
• Office locations and jurisdictions of practice

2.4 Verification Process

Your application will be subject to verification, which may include:

• Checking your registration status with relevant Regulatory Bodies
• Validating your professional qualifications and credentials
• Verifying your professional indemnity insurance coverage
• Confirming your identity and business information

We reserve the right to request additional documentation or information as part of the verification process. Approval of your application is at our sole discretion.

Verification confirms your identity and the professional credentials you provide at the point of listing. It is a point-in-time administrative check and is not an endorsement, guarantee, or warranty by the Platform as to the quality of your Professional Services, your ongoing competence, or the adequacy of your professional indemnity insurance. Clients remain responsible for satisfying themselves as to your suitability, and you remain solely responsible for maintaining the credentials and insurance required by your Regulatory Body (see Sections 2.1 and 10.4).

2.5 Applications We Prepare For You

We may prepare a draft application on your behalf, before you hold any account with us, from information you have already made publicly available: your own practice website, a public register kept by a Regulatory Body or an accrediting body, a document you or your firm provided to us, or a list of practices compiled by our team. Where we read a website or a document to do so, that reading is performed by our own internal model, and the data never leaves our servers without your approval.

You may object to our holding a prepared draft, or ask us to delete it, at any time and without giving a reason, and we will do so. Section 8 and our privacy notice set out the lawful basis on which we prepare it and how to exercise that right.

3. Professional Obligations

3.1 Ongoing Compliance

As a registered professional on the Platform, you agree to:

• Maintain compliance with all applicable laws, regulations, and professional conduct codes in each jurisdiction where you practise
• Keep your professional credentials, practising certificate, and professional indemnity insurance current and valid at all times
• Notify us immediately (and in any event within 48 hours) of any changes to your regulatory status, disciplinary proceedings, sanctions, or restrictions
• Withdraw any declaration you have recorded under Section 3.4 as soon as it has ceased to be correct, and in any event within 48 hours
• Update your profile information promptly when changes occur
• Respond to Client enquiries through the Platform in a timely and professional manner
• Adhere to the highest standards of professional conduct in all dealings with Clients

3.2 Profile Accuracy

You are responsible for ensuring that all information displayed on your professional profile is accurate, truthful, and not misleading. This includes your qualifications, experience, areas of expertise, and any claims about your services.

3.3 Prohibited Conduct

You must not:

• Provide false or misleading information to the Platform or to Clients
• Engage in any conduct that brings the Platform into disrepute
• Attempt to circumvent the Platform to avoid fees or to contact Clients outside of permitted channels
• Use the Platform for any unlawful purpose or in violation of professional conduct rules
• Harass, intimidate, or behave inappropriately towards Clients or Platform staff
• Share your Professional Account credentials with others or allow unauthorised access to your account

3.4 Declaring That a Regulatory Requirement Does Not Apply

Where the Platform shows a regulatory requirement against your practice, you may record that the requirement does not apply to you by citing one of the categories the regulator concerned has published. We show those categories in the regulator's own words and link to the regulator's page so that you can read them in context.

A declaration is your statement about your own regulatory position. We neither decide nor confirm that an exemption applies to you, and nothing in this Section, in the categories we show, or anywhere else on the Platform is advice on your regulatory position. Whether a published category covers your practice is a matter between you and the regulator concerned, and you should take your own professional advice if you are in any doubt.

Recording a declaration changes nothing you owe your Regulatory Body or the regulator concerned. It registers you with nobody, it stands in place of no registration, licence, notification or return, and it has no effect outside the Platform.

A declaration is recorded against the wording of the requirement that was in force when you made it, and it expires. When it expires, or when that wording changes, we will ask you to confirm it again, and until you do the requirement applies to your listing as though no declaration had been made. We keep a record of each declaration, including the category you cited, any note you added, and who recorded it and when. We may withdraw a declaration at any time, and you must withdraw one yourself under Section 3.1 once it has ceased to be correct.

A declaration that is untrue is a breach of Section 3.3 above, which prohibits providing false or misleading information to the Platform, and we may act on it as we would on any other breach of these Terms.

4. Platform Services

4.1 Directory Listing

Listing in our Directory is optional. You choose whether to be listed (either when you apply or later from your Profile Status page), and you may switch your listing on or off at any time. All practice tools remain available to you whether or not you are listed; a listing adds directory visibility and Platform-referred enquiries. When you choose to be listed, your listing includes your professional profile, qualifications, areas of expertise, and contact information, and you control your visibility settings through your dashboard.

4.2 Will Review Services

The Platform enables you to offer will review services to Clients who have created wills using our AI-assisted tools. When providing review services, you:

• Are responsible for applying your professional judgement and expertise
• Must clearly communicate your findings, recommendations, and any limitations
• Must ensure your advice complies with the applicable laws of the relevant jurisdiction
• Are solely responsible for the quality and accuracy of your professional advice

4.3 Client Matching

The Platform may connect you with Clients seeking legal services based on criteria such as location, expertise, availability, and Client preferences. We do not guarantee any minimum number of Client referrals or enquiries.

4.4 Video Consultations

We facilitate video consultations between you and Clients through our Platform using Daily.co video infrastructure. These consultations:

• Are between you and the Client directly, with the Platform acting only as a technology facilitator
• May only be recorded with the explicit consent of all parties: both you and the Client must opt in before recording begins
• Are subject to your professional obligations regarding confidentiality and client care
• Either party may decline recording without affecting the consultation
• Either party may stop recording at any time during the session

4.5 Recording and Transcription Obligations

Video consultations may be recorded with the explicit consent of all parties. The recording consent flow operates as follows:

• Consent timing: The recording consent prompt is presented to both parties before the consultation begins. No recording occurs until both parties have consented
• Professional consents first: As the legal professional, you will be asked for your consent before the Client is prompted. You may decline without affecting the consultation
• Either party may decline: If either you or the Client declines, the consultation proceeds without recording. Neither party shall be penalised for declining
• Stopping recording: Either party may request that recording be stopped at any time during the consultation. The partial recording up to that point will be retained
• Consent withdrawal: Consent to recording may be withdrawn at any time by contacting us. Withdrawal does not affect the lawfulness of processing based on consent before withdrawal

When participating in the recording consent flow, you must:

• Inform the Client about the recording before the consent prompt appears, consistent with your duty of care
• Review any AI-generated transcripts before relying on them for professional purposes: transcripts are AI-generated estimates, not verbatim legal records
• Advise Clients about the implications of recording for legal professional privilege (see Section 8.5)
• Understand that recordings are subject to the retention policy specified in our Privacy Policy

4.6 Direct Messaging

Your Professional Account may include direct messaging functionality, allowing asynchronous communication with consumers and other legal professionals outside of scheduled consultations. When using direct messaging:

• Opt-in control: You may choose whether to accept direct messages from consumers via your profile settings. Disabling this feature prevents consumers from initiating new conversations with you
• Professional-to-professional messaging: You may exchange messages with other legal professionals on the platform for collaboration, referrals, or professional enquiries
• Approach replies: When a consumer submits an approach request and you respond, the approach may be promoted to a full conversation
• Response expectations: While there is no mandatory response time, you should endeavour to respond to consumer messages within a reasonable timeframe consistent with your professional obligations
• Advice via messaging: You bear full professional liability for any advice or guidance provided via direct messages, to the same extent as advice given during consultations. Messages are not automatically protected by legal professional privilege. The status of privilege depends on the nature of the communication and the relationship between the parties
• Record-keeping: You are responsible for maintaining records of any advice given via direct messaging in accordance with your regulatory body's requirements (e.g. SRA Accounts Rules for UK solicitors). The platform retains message data per our retention policy but does not enforce professional record-keeping obligations on your behalf
• Encryption and security: Message content is encrypted at rest using industry-standard symmetric encryption (currently Fernet) and in transit (TLS). A plaintext preview of the last message (up to 200 characters) is stored for inbox functionality
• Prohibited conduct: You must not use direct messaging to send unsolicited commercial communications, harass or intimidate users, share illegal content, or circumvent the platform's consultation booking or payment systems

4.7 Dashboard and Tools

Your Professional Account includes access to a dashboard providing client management tools, analytics, document access, and other features. We may modify, update, or discontinue features at our discretion with reasonable notice.

4.8 AI Will-Generation Tool and Assistance

When using AI-generated will documents or content with Clients, you must:

• Review the full output for accuracy, legal compliance, and suitability for the Client's specific circumstances
• Take professional responsibility for any document you approve or provide to a Client
• Not represent AI-generated content as your own work product without review
• Inform Clients that AI tools were used as part of the drafting process, where your professional obligations require such disclosure

4.9 Directory Ranking and Transparency

In compliance with the Platform to Business Regulation (EU) 2019/1150 and the UK equivalent, we disclose the main parameters used to determine the ranking of professionals in the Directory:

• Match to the Client's search criteria: only professionals matching the chosen filters (such as jurisdiction and expertise area) are shown
• Relevance to the Client's search text: a match on the organisation name ranks above a match found only in a biography
• Date joined: by default, and to break ties, more recently joined professionals appear first
• The Client's own sort choice, where selected: years of experience, fees, client review rating or date joined

Payment is not a ranking parameter. Subscription tier, fee model and any other amount paid to the Platform have no effect on the order in which professionals appear (see section 6.2). No payments are accepted for specific ranking positions. The relative weight of each parameter may change as we improve the matching algorithm. Material changes to ranking parameters will be communicated with at least 30 days' notice.

5. White-Label Widget Terms

5.1 Licence Grant

Subject to these Professional Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable licence to embed the White-Label Widget on your own website(s) for the purpose of offering will creation services to your clients.

• The licence is limited to the domain(s) you register with us
• You may not sublicence, resell, or transfer the Widget to third parties without our prior written consent
• The licence terminates automatically upon termination of your Professional Account

5.2 Branding and Customisation

The White-Label Widget allows you to display your own branding (logo, colours, and styling) while using our technology. However:

• A platform attribution is shown on the Widget by default on every plan. It names the site your Widget is served from and links to it. You may switch it off only if your professional plan includes branding removal, and only from your booking link settings. Your plan page and that setting tell you whether your plan includes it; where it does not, the setting is shown to you disabled together with the plan you would need. It is never switched off automatically, it stays on until you choose otherwise, and you can turn it back on at any time.
• Where the Platform generates a document that a Client or a third party relies on, or must be able to trace back to its source, that document carries a provenance mark naming the site it was generated on, that site's web address and a reference for the document. That mark is locked on every plan, including a plan that includes branding removal, and neither you nor anyone acting for you may remove, crop, cover or obscure it on a copy that is passed on. Branding removal applies to the Widget and to the non-critical surfaces identified in the Platform, never to a provenance mark.
• You must not modify, remove, or obscure the core functionality, security features, or legal disclaimers within the Widget
• Any customisation must comply with our brand guidelines and technical specifications

5.3 Integration Responsibilities

You are responsible for:

• Correctly integrating the Widget into your website according to our documentation
• Ensuring your website infrastructure is compatible with the Widget requirements
• Hosting the Widget only on websites secured with SSL/HTTPS encryption
• Testing the Widget integration before making it available to your clients
• Ensuring the Widget is used only for lawful purposes

5.4 Service Availability

We will use reasonable efforts to maintain the availability and functionality of the White-Label Widget. However:

• We do not guarantee uninterrupted availability or a specific uptime percentage
• Scheduled maintenance will be performed with reasonable advance notice where practicable
• We reserve the right to modify, update, or enhance the Widget functionality at our discretion
• We may suspend Widget access in cases of security concerns, abuse, or non-payment

5.5 Data Ownership and Processing

With respect to data entered into the Widget by your clients:

• You and Orchard72 act as joint controllers for GDPR purposes, with responsibilities as set out in our Data Processing Agreement
• You will receive a copy of client data for your records and professional files
• We process client data to provide the Platform Services, improve our services, and fulfil legal obligations
• Both parties must comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018

5.6 API Usage

If you access our services through an API, the following additional terms apply:

• API access is subject to rate limits and fair use policies as documented
• You must use secure authentication methods and protect your API credentials
• Automated scraping, bulk data extraction, or excessive API calls are prohibited
• We may modify API specifications with reasonable notice

5.6A Creating Wills Through the API

If your subscription includes will creation through the Professional API, you may use a key carrying the pro:wills:write scope to create will drafts for your own clients from your own systems. When you do:

• The person the will is for is your client, not ours. Every will you create through the API is created for a client record in your practice. You hold the professional relationship with that client, and you are responsible for taking their instructions, checking their identity and capacity where your professional rules require it, and reviewing the draft with them before it is signed. This is the same responsibility you carry for a will you prepare in the Platform's own interface (section 3).
• Our role is the same as in the interface. The API produces a draft from the information you send. We do not review your client's instructions, we do not advise your client, and a draft produced through the API is not checked by us any more closely than one produced in the interface. The limits of our liability in section 10 apply to it unchanged.
• You must have your client's instructions and a lawful basis before you send their data. You may send a client's personal data only for a will they have asked you to prepare. Section 8 governs how that data is handled once it reaches us.
• Retries and duplicates. Each create request must carry an idempotency key, as the API documentation describes. A retried request with the same key returns the original draft and does not create a second one. You are responsible for not creating duplicate drafts by sending different keys for the same instruction.
• Volume. Will creation has its own hourly allowance, set by your plan. It is separate from, and lower than, the allowance for reading data. You may create wills only for clients you actually act for. Creating wills in bulk for resale, for people who are not your clients, or to test or benchmark the Platform is not permitted, and neither is offering will creation through our API to third parties as a service of your own.
• Revoking a key stops access; it does not delete wills. Wills you have already created stay in your practice account, and your client's rights over them are unaffected.

5.6B Organisation-wide API Keys

If your organisation's plan includes API access, an owner or admin of the organisation may create an organisation-wide key. The following terms apply to it:

• It reads every seat's data. An organisation-wide key reads the Client data held by every seat holder in your organisation, not only the data of the person who created it. A personal key continues to read only its holder's own data.
• It belongs to the organisation. The key keeps working if the person who created it leaves or changes role, so your integrations do not break. We keep a record of who created it for audit purposes only. Every owner and admin can see and revoke every organisation-wide key, and only owners and admins can create one.
• It stops when access ends. The key stops working as soon as your organisation no longer has API access on its plan or the organisation is closed.
• Every use is recorded. For each request made with an organisation-wide key we record the key, the collection read and the number of records returned, and owners and admins can view that record.
• Organisation-wide webhooks. If your organisation's plan includes webhooks, an owner or admin may also register an organisation-wide webhook endpoint. It receives event notifications for every seat holder in your organisation, not only for the person who registered it. Like an organisation-wide key, it belongs to the organisation, keeps working if its creator leaves, can be managed and removed by every owner and admin, and stops when the organisation no longer has webhooks on its plan.
• Your responsibilities. Your organisation is responsible for telling its seat holders that their Client data can be read through an organisation-wide key, for having a lawful basis for that access, and for keeping the key secure. Section 8 applies to Client data read this way.

5.7 Support and Updates

We provide Widget support through your Platform dashboard. Updates to the Widget, including security patches and feature enhancements, are applied automatically. Documentation and training materials are available through your Professional Account.

5.8 Partner-Branded Will Journey

If your plan includes white-label branding, you can send people to a page carrying your name, logo, tagline and accent colour, from which they start a will with us (a "Partner Journey"). The following terms apply to it in addition to Sections 5.1 to 5.7:

• How people reach it. Your Partner Journey is identified by a public embed id. It is not a secret and not an API key, so you may publish it. You may link to the page directly or place our hosted button script on your website. The script only turns a marked element into a link to our site: it loads no frame, sets no cookie and reads nothing about the people who visit your website. Its address carries a version number, and a change that would break your integration is published under a new version rather than applied to the one you use. You can restrict the websites allowed to load your branding to the list you give us.
• Who the customer is. A person who starts a will through your Partner Journey is our customer on our Consumer Terms. The will is written and stored by us, and the page tells them so. We are the controller of their personal data; Section 5.5 does not apply to a Partner Journey, and you are not a joint controller of it and receive no copy of it.
• What you are told. When a will is started through your Partner Journey, and again when it is completed, we record that against your account. If your plan includes webhooks and you subscribe an endpoint, we send you a referral.will_started or referral.will_completed notification carrying only a random referral reference and that status. We never send you the person's name, contact details or any content of their will through a Partner Journey. If you and the person later agree a separate engagement, the terms of that engagement govern what you receive.
• Your branding in our emails. Some emails we send about a will started through your Partner Journey carry an "In partnership with" line showing your name and accent colour. We do not place your logo in emails.
• Your responsibilities. You confirm that you are entitled to use the name, logo and other branding you give us. You must not say or suggest that you have drafted, reviewed or advised on a will made through your Partner Journey unless you have been separately engaged to do so, and you must not add tracking to the link or ask people for their personal data on our behalf.
• When it stops. Your branding stops appearing on the page and in our emails as soon as your Partner Journey is switched off, your plan no longer includes white-label branding, or your Professional Account is not active. From then on, people who follow your link see an unbranded page and are not attributed to you. The record of wills already started through your Partner Journey is kept for as long as the will it relates to exists, and is deleted with it.
• Your own domain. Serving your Partner Journey on a domain you own is not yet available. We will update these Professional Terms before it is.

6. Fees and Commission

Three things follow from the payment rule, and it is worth separating them because they are often confused.

• Routing is not commission. The rule says where a fee is charged, not how much you may charge or what commission applies to it. Commission is a rate, and that rate may be zero (see section 6.4). A zero rate does not take a matter outside the payment rule.
• The engagement letter is how the Platform knows a matter exists. The Platform gates the services it provides on a matter on a signed engagement letter for that matter. Those services include release of Client data, invoicing, custody of documents you supply, registry entries, executor access, and sending your Client the Platform's intake questions. They are gated on the matter, not on the document: the same rule applies to an advice-only, tax, probate or externally-drafted matter as to a will drafted on the Platform. Where no signed letter exists, the Platform declines to provide them and tells you why.
• The rule binds you, not your Client. Nothing in these Professional Terms restricts who a Consumer may speak to or instruct, and the Platform does not withhold your contact details from a Client to keep a relationship on the Platform. The obligation is yours.

6.1 Professional Plan Tiers

The Platform offers four professional subscription tiers: Pro Free, Pro Starter, Pro Growth, and Pro Enterprise. Each tier provides different feature limits and capabilities as described on the Professional Pricing page. All fees are clearly displayed before you commit to any paid services. We will provide at least 30 days' written notice of any changes to subscription fees.

Registration and application to join the Platform as a legal professional is free of charge. Verification of your credentials does not incur any fees. The Pro Free tier provides basic Platform access at no cost.

Wills you prepare for your clients. No platform fee is charged for a will you prepare on the Platform for one of your clients, on any tier including Pro Free, whatever the client's origin. A draft the AI writes uses one generation from your plan's monthly AI allowance, and further generations can be bought as add-on packs once it is used up. A draft produced from a ready-made template uses none. If you hand the will over to your client, their own regenerations before signing carry no platform fee either. This does not extend to your own personal will, or to a client record that is in fact you; those are charged as for any other user. The number of active clients each tier allows is shown on the Professional Pricing page. If a tier's client limit is reduced, clients you already hold are not removed; you cannot add a new client until you are below the limit or move to a higher tier.

Your professional subscription tier is separate from the fee model in section 6.2. A directory listing is optional on every tier, including Pro Free. If you use the Platform's tools without a listing, you pay no listing fee. If you are listed in a market where the fee model is a listing subscription or a paid listing, the listing fee is payable in addition to your subscription tier.

6.2 Your Fee Model and Revenue Share (Platform Commission)

One fee model per market and profession. The Platform applies exactly one fee model to each country (and, within the United Kingdom, each of its separate legal jurisdictions) for each profession class. We set the model according to the rules that apply to your profession in that market; you do not choose between models, and we never offer one. The models are:

• Revenue share. The Platform retains a commission on the fees you charge Clients introduced to you through the Platform (via the directory, matching, lead generation, or the Platform's referral arrangements between professionals), at the rate for your profession class. The commission is uncapped. It applies to your fees excluding VAT and disbursements (court, registry and other third-party costs), for all work for that Client for 12 months from the Client's first booking with you, including fees the Client pays you outside the Platform (see sections 6.13 and 7.5). Your invoices to the Client must itemise disbursements separately from your fees. Revenue share does not apply to Own Clients (see Section 6.4).
• Listing subscription. You pay a flat monthly listing fee and no commission is taken on your fees. Clients who book a consultation with you pay the Platform a separate booking fee, which is not part of your fee and does not reduce it.
• Paid listing. You pay a flat monthly listing fee for a profile in the directory. Clients cannot book you or send you an enquiry through the Platform; your profile links to your own contact details.
• Free listing. Your listing costs nothing and every listing in the market is shown in the same neutral order.
• Not available. The Platform cannot list your profession in that market.

Where you are regulated in more than one profession class, the stricter model applies, in this order from strictest: not available, free listing, paid listing, listing subscription, revenue share. The fee model, rate, listing fee and any booking fee for your country are set out below and on the Professional Pricing page, and your own model is shown in your professional dashboard.

• Disclosure to Clients. Where revenue share applies, the Platform tells Clients, on your profile and before they book, that you share part of your fee with the Platform for Clients introduced through it and that this does not affect your position in the directory or what they pay you. You must not tell a Client anything that contradicts that statement, and where the rules of your profession require you to disclose the arrangement to the Client yourself, for example in your engagement letter, you must do so
• Listing subscription and paid listing terms. The listing fee is priced per regulated fee earner listed, is exclusive of VAT, and the first months shown in the schedule are free. We take your card when you sign up for the listing. After the free period the listing renews monthly, and we email you 7 days before the first paid month. You may cancel at any time. If a payment fails, you have 14 days to pay before your listing is removed from the directory. We will give you at least 30 days' written notice of any change to the listing fee
• No paid placement. No professional can pay for a higher position, a "sponsored" label or greater prominence anywhere on the Platform, and the Platform carries no advertising for professionals. The order in which professionals appear never takes into account what anyone pays the Platform, including which fee model applies to them
• Change of fee model. A change to the fee model for your market and profession class applies to bookings made after it takes effect, and we will give you at least 30 days' written notice of it. Where the model that applied has become unlawful in your market, it stops at once: any open revenue-share periods close on that date, and no commission is taken on fees for work done after it
• What the rate applies to. Commission is calculated on the fee the Client pays you, less any VAT or other tax on it, less any disbursements you pass on at cost, and less the published card processing allowance for the kind of card the Client used. The card processing allowances are published on the Professional Pricing page. They are fixed published figures, not the processing fee actually charged on an individual payment
• VAT on the commission. The commission rate is exclusive of VAT. Where the commission is subject to UK VAT, which is the case for Professionals based in the United Kingdom whether or not they are registered for VAT, VAT at the standard rate in force is added to the commission and collected with it, in the same application fee or on the same monthly statement. The rate is shown on the Professional Pricing page and in your professional dashboard. No UK VAT is added for Professionals based outside the United Kingdom. We decide where you are based from verified evidence only, in this order: the country Stripe verified for your connected account; otherwise the country of a VAT number we have validated with the official registry (VIES or HMRC); otherwise the issuing country of the card on your own subscription with us. Until we hold one of these we cannot work out the VAT on the commission, so a payment that owes commission cannot be taken or recorded through the Platform, and the referral fee on a matter referred to you is not finalised until the evidence is available. Where the verified country differs from the tax country you have declared, the commission is charged on the verified country and we review your tax details with you. Each commission invoice shows the commission, the VAT and the total collected
• Which rate applies. The rate that applies to an engagement is the rate in force when that engagement started. A later change to the rate does not change the rate on an engagement already under way
• Notice of changes. We will give you at least 30 days' written notice before any increase in the commission rate takes effect. An increase applies only to engagements that start after it takes effect. A reduction may take effect immediately

6.3 Payment Processing and Your Stripe Connected Account

When a Client pays for your Professional Services through the Platform, the payment is taken as a direct charge on your own Stripe connected account. You are the merchant of record for those services: Stripe settles the Client's payment into your connected-account balance and the Platform receives only its commission and any VAT on it (see Section 6.2), taken as an application fee on the same charge. The Platform does not hold, collect, or remit your service fees on your behalf.

To receive payments you must maintain a Stripe connected account in good standing. Your use of that account is governed by the Stripe Connected Account Agreement (opens in a new tab) in addition to these Terms. Stripe verifies your identity, holds your funds, and pays out to your nominated bank account on Stripe's standard payout schedule.

As the merchant of record you bear the financial liability arising from your own charges:

• Refunds and partial refunds of your services are debited from your connected-account balance. Where that balance is insufficient, Stripe may recover the shortfall from your nominated bank account, leaving your account with a negative balance until the next settlement
• Chargebacks and disputes raised by your Clients are debited from your connected-account balance together with any Stripe dispute fee. You are responsible for submitting evidence through your Stripe dashboard
• The Platform does not fund, advance, or underwrite any refund, chargeback, or negative balance on your connected account

The type of card a Client will pay with is not known when the charge is created. The commission taken as an application fee at checkout is therefore calculated using the lowest published card processing allowance. Once the card is known, where the allowance for that card is higher, the difference is refunded to you.

Adjustments to commission already taken or billed, including card-category differences, refunds and credits, are reviewed by our staff and applied once that review is complete. No adjustment is charged or refunded automatically without that review.

Where a Client is introduced to you through the Platform's referral arrangements, the Platform's commission is invoiced to you as the Platform's own service fee and is separate from any fee payable between professionals. Any inter-professional referral fee is settled directly between the professionals concerned; the Platform discloses such arrangements but does not collect or remit them.

6.4 Own Clients

No revenue share commission applies to Own Clients: clients you acquired independently outside the Platform and introduced to the Platform for will creation or document management purposes. That includes clients you added to the Platform yourself, clients whose existing records you imported, and clients who joined the Platform by accepting your invitation. A client introduced to you by another professional through the Platform's referral arrangements is not an Own Client. Standard payment processing fees apply if you use Platform billing for Own Client transactions.

A zero commission rate is not a lighter lane. An Own Client matter carries the same process obligations as any other matter, at a commission rate of 0%. In particular:

• You must record the matter on the Platform and declare that the Client is an Own Client. The Platform records how each matter originated, and a declared origin is reviewable.
• You must issue and obtain a signature on an engagement letter for the matter before the Platform releases Client data to you or provides its other services on that matter. On an Own Client matter that letter must be the Platform's zero-fee data-handling letter, which records what data you will hold and on what basis rather than a price. Where you drafted the document in your own systems, the externally-drafted engagement letter covers the same ground and satisfies the requirement in its place. A standard retainer does not satisfy it, whether or not you charge a fee: a retainer engages your services and says nothing about what the Platform holds for the Client, keeps in its registry, or releases to executors.
• The payment rule at the head of this section applies. Any fee you do charge the Client for work on a matter the Platform holds is charged through the Platform, at 0% commission.

Work you do for a client entirely off the Platform, on no matter the Platform holds, is outside these obligations and outside the payment rule. Introducing a client to the Platform brings the matters they open here within it; it does not bring your wider practice within it.

6.5 Recurring Professional Service Fees

Where your fee model is a revenue share (see section 6.2), commission applies to each recurring payment (including storage, custodianship, and retainer fees) from a Platform-referred Client that falls within the 12-month period in section 6.2. Where your fee model is a listing subscription, paid listing or free listing, no commission is taken on recurring payments. All recurring charges must be disclosed to the Client before any agreement is entered into.

6.6 Payment Terms

Professional service fee payouts are processed through Stripe Connect per Stripe's standard payout schedule. The following additional terms apply:

• All fees are exclusive of VAT or other applicable taxes, which will be added where required by law
• We may suspend your access to Platform Services if your Stripe account is not in good standing
• Disputed charges must be reported in writing within 60 days
• If you send a will review through the Platform while an invoice you issued the Client for that engagement is unpaid, the Platform tells the Client the work is ready but holds it from them until the invoice is paid, cancelled or written off, or until you release it from the review workspace. A disputed invoice, or a fee the Client has not yet approved, does not hold the work, and work once released is not withheld again. The Platform does not pursue the payment on your behalf

6.7 Seat Management

Your professional plan includes a specified number of user seats. Additional seats may be purchased at the per-seat rate displayed in your dashboard. You are responsible for seat assignments and the conduct of all users under your Professional Account.

Each seat holder must be a genuine member of your organisation. Creating seats for fictitious team members or individuals outside your organisation to exploit plan limits is a breach of these Terms and may result in immediate suspension.

6.8 Professional Founding Member Offers

From time to time, the Platform may offer limited-availability Founding Member packages for professional accounts. These one-time packages provide 5 years of access, renewable afterwards at the price you paid at purchase for the equivalent plan, together with lifelong benefits comprising a permanent Founding Member badge in the Directory, that price-freeze guarantee, priority support, beta access to new professional features, Founding Member showcase visibility, and advisory input on our product roadmap. The access term runs for 5 years from the date of purchase and then ends; we tell you before it does. The price we hold for you is the annual price of the equivalent standard professional plan on the day you bought your package, in the currency you bought it in, and it follows any plan that later replaces that one. The specific pricing, spot allocation, and any additional terms of each Founding Member offer are as described at the point of purchase.

Showcase visibility is by your consent, and you can withdraw it. Being featured in Founding Member showcase material or a case study is something we ask you for and you agree to, not something the package entitles us to do. You may withdraw that consent at any time from your account or by contacting us, and we will stop using your practice in showcase material going forward. Withdrawal does not affect anything already lawfully published before you withdrew, and copies already distributed or cached outside our control may persist; where that material is ours we will remove or update it within a reasonable period. Withdrawing showcase consent costs you nothing and leaves every other Founding Member benefit untouched.

A refund of what you paid for the package unwinds Founding Member status. Where we refund the purchase itself, the Directory badge, the held renewal price, showcase eligibility and the other lifelong benefits end at that point, because the refund returns the whole of what you paid and so returns what it bought. This is distinct from a pro-rata refund of unused access on termination, which returns only the unexpired part of the 5 years.

Lifelong benefits last for as long as the Platform is provided. They survive the initial access period, but they cannot outlive the Platform itself: if the Platform is discontinued under section 15.5, Founding Member benefits end with it, and the one-time payment is treated as any other prepaid amount: refunded on a solvent wind-down, and ranking as an unsecured claim in an insolvency.

6.9 Recurring Service Transitions and Handover

When a Client switches will writer or a professional leaves the Platform, physical will custody follows the handover procedure: a 30-day transfer window applies. During the IN_TRANSIT period, the departing professional remains responsible for the will's safekeeping until confirmed receipt by the new professional or the Client.

If handover fails within 30 days, the will is returned to the Client via tracked courier at the departing professional's expense. The Platform facilitates but does not accept liability for physical documents during transit. After a 90-day collection window, the professional may charge reasonable storage fees as disclosed to the Client.

6.10 Referral Programme

Legal professionals may participate in the platform's referral programme. Referral rewards for professionals are applied to your professional subscription. Full referral programme terms, including eligibility, restrictions, reward duration, and programme changes, are set out in the general Terms of Service (Section 16).

6.11 Client Invoicing Through the Platform

The Platform provides an invoicing tool that lets you issue invoices to your Clients for your Professional Services. When you use it, you set the amount, the description of the work, and the payment due date; the Platform records the invoice and makes it available to your Client to pay. Payment of an invoice is taken as a direct charge on your own Stripe connected account in the same way as any other payment for your Professional Services (see section 6.3), so you remain the creditor and the merchant of record for the sums invoiced. The Platform is not a party to the underlying engagement between you and your Client, does not itself become entitled to the invoiced fee, and does not collect, enforce, guarantee, advance, or underwrite payment of it. An unpaid invoice is a matter between you and your Client.

You are the supplier. Every invoice you issue through the Platform is your invoice to your Client, and you are the supplier of the services it describes. You are solely responsible for its content, including the description of the work, the amounts charged, your business particulars, the tax treatment you apply (including whether any VAT or other sales tax is charged and at what rate), and for collecting payment of it. The Platform provides the invoicing software only and does not check whether an invoice is correct or complete for your circumstances. Unless you have removed our branding under your plan, the invoice document the Platform generates carries a short line stating that it is issued by you and that the Platform provides the invoicing software and is not a party to the invoice.

Uploading your own invoice PDF. Instead of the invoice document the Platform generates, you may upload your own PDF for an issued invoice. Before it is accepted you must confirm that the amounts in your PDF match the invoice recorded on the Platform, and we keep a record of that confirmation. You are responsible for the accuracy and content of any PDF you upload. The invoice recorded on the Platform governs payment: your Client is asked to pay, and pays, the amount on the Platform record, and if your PDF differs from it the Platform record prevails. Every page of an uploaded PDF is stamped with the Platform's invoice reference (and, unless you have removed our branding under your plan, a short "Powered by" mark), and that stamped copy is what your Client downloads and receives by email. We scan uploads for viruses and keep your original, unstamped file for audit purposes. If you later revise the invoice so that its amounts change, your uploaded PDF stops being used automatically, your Client receives the generated document instead, and we ask you to upload a corrected PDF if you wish. You may go back to the generated document at any time.

6.12 Payment Reminders (Reminders Sent on Your Behalf)

To help you get paid without having to chase Clients yourself, the Platform can send automatic payment reminders to a Client about an invoice you have issued: a courtesy reminder shortly before the due date, and further reminders on a set cadence after it becomes overdue. These reminders are sent in your name, as your agent, and identify you as the person to whom payment is owed. The cadence is stated on your billing settings page.

You control this. Automatic reminders are on by default, and you may turn them off for your whole practice from your billing settings, or pause them for an individual invoice, at any time. Turning automatic reminders off does not prevent you from sending a reminder manually.

The reminders are the limit of what the Platform does about an unpaid invoice on your behalf. The Platform does not charge, and does not send on your behalf any demand for, interest or a late-payment fee, and it does not collect, enforce, guarantee, or refer to debt collection any sum owed to you. Whether to agree a payment plan, write the invoice off, or take any other step in respect of an unpaid invoice remains your decision as the creditor, to be taken directly with your Client.

6.13 Commission on Payments Received Outside the Platform

If a Client pays you outside the Platform for work on a matter the Platform holds, for example by bank transfer, and you record that payment on the Platform, commission still applies to it on the same basis as section 6.2. Where revenue share applies, the same is true of any fee a Client introduced through the Platform pays you outside the Platform during the 12-month period in section 6.2, whether or not the Platform holds the matter. This does not change the payment rule at the head of this section. It makes sure a fee received another way does not escape the commission that applies to it. Own Client matters remain at 0% (see section 6.4).

• Monthly declaration. Each month we ask you to declare the fees, excluding VAT and itemised disbursements, that Clients introduced through the Platform paid you outside the Platform in the previous month. You must declare them fully and accurately
• Monthly statement. Commission on payments received outside the Platform, whether recorded or declared, is billed to you on a monthly statement. Our staff review each statement before it is issued to you
• Payment. When a statement is issued we charge it to the payment method saved on your billing account with us. If none is saved, the statement is payable within 14 days using the payment link it carries. We never deduct a statement from your connected-account balance
• Non-payment. If the charge is declined, or a statement remains unpaid after its due date, the statement is overdue and your listing is suspended until it is paid. We will give you notice, and while it remains unpaid we may also pause new referrals to you and pause invoice sending from your account. Existing matters, your Clients' access to their documents and payments already in progress are not affected by a suspension or pause
• Audit. We may ask you for evidence of the fee amounts you have declared or recorded, such as your invoices to the Client. An audit covers fee amounts only; we never ask for the content of the matter

6.14 Your VAT or Tax Number

Where you give us a VAT or similar tax number in your tax details, it affects the VAT on the commission we charge you under section 6.2.

• How we check it. We check a United Kingdom VAT number with HMRC and a VAT number from an EU member state with the European Commission’s VIES service, when you save it and again every month. If the checking service is unavailable, the number keeps its previous status and we try again later; an outage never counts against you. For a number from any other country, our staff may confirm it by hand, and they record the reason for doing so
• What a confirmed number changes. Where you are based outside the United Kingdom and your number is confirmed as a valid VAT registration, the commission is invoiced without VAT under the reverse charge, and you account for any VAT due in your own country
• If your number is rejected. If the official register reports your number as invalid, or it stops being valid later, we email you. From the next commission invoice the reverse charge no longer applies, and where we are registered for VAT, GST or a similar tax in the country where you are based, that tax is added to the commission. The treatment returns to the reverse charge once a corrected number has been confirmed. It does not change invoices already issued

6.15 Platform Tax Reporting About You

The platform reporting rules in the United Kingdom (the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023) and in the European Union (Council Directive (EU) 2021/514, known as DAC7) require us, as the operator of the Platform, to collect and check information about the Professionals who are paid for services through it, and to report what they earned to a tax authority each year. You agree to give us that information and to keep it up to date.

• What we collect. Your legal name; your date of birth if you sell as an individual; your primary address; each tax identification number you hold and the country that issued it, or the reason you do not have one (and, only if you have none, your place of birth); your business registration number and VAT number where you have them; the identifier of the account we pay you through; and any countries in which you have a permanent establishment. We use this information only to meet the reporting rules. The Privacy Policy explains how we handle it
• When we ask. We ask for it when you start taking payment from Clients through the Platform, not when you register. We check what you give us against the other information we hold about you, and we may ask you to correct anything that does not match
• Reminders and what happens if you do not respond. If the information is incomplete, we send you two reminders. If it is still incomplete 60 days after the first reminder, or at the end of the calendar year in which you were first paid, whichever is earlier, we pause payouts from your connected account and suspend your directory listing, and we email you to say why. You may not register again as a new Professional while the suspension lasts. Payments Clients have already made are not affected. Once the information is complete, payouts resume and your listing is restored
• What we report, and to whom. For each quarter of the previous calendar year we report your identifying details, the total paid to you through the Platform, the fees and commission we withheld, and the number of paid engagements. Where you are resident in the United Kingdom, or in a country with which HMRC exchanges this information, we report to HMRC. Where you are resident in any other EU member state, we report to the Irish Revenue Commissioners, where we are registered for DAC7. The receiving authority may pass the report to the tax authorities of the countries where you are resident or have a permanent establishment
• Your copy. By 31 January each year we send you a copy of the information we reported about you for the previous year, by email and as a statement you can download from your tax details page
• How long we keep it. We keep this information and the records behind each report for six years after the end of the last year we reported on you, which is the longest period the United Kingdom and Irish rules require, and then delete it

7. Client Relationships

7.1 Independent Contractor Status

You are an independent contractor and not an employee, agent, partner, or joint venture party of Orchard72. Nothing in these Professional Terms creates an employment or agency relationship between you and the Platform.

7.2 Direct Professional Relationship

When you provide Professional Services to a Client through the Platform:

• A direct professional relationship exists between you and the Client
• Orchard72 is not a party to that relationship and does not provide legal advice
• You are solely responsible for the Professional Services you provide
• You may be required to enter into separate engagement letters or retainer agreements with Clients as required by your professional rules

7.3 Complaints and Disputes

You are responsible for handling complaints from Clients regarding your Professional Services in accordance with your regulatory obligations. Complaints about Platform functionality should be directed to us through your dashboard.

7.4 Referral Disclosures

Where required by your Regulatory Body (such as under SRA rules in England and Wales), you must disclose to Clients any financial or referral arrangements between you and the Platform.

Platform-facilitated professional referrals. The Platform provides a facility for you to refer a Client to another professional, or to receive such a referral. Each receiving professional publishes a standing referral rate (a percentage of the matter fee, applied to the pre-VAT professional fee) on their profile; the referring professional sees this rate but does not negotiate it per referral. The Platform records the fee and the disclosure made to the Client.

Referral or subcontract. When you start a referral you must record which of two arrangements it is. In a referral, the matter passes to the receiving professional, who takes the Client on and is on the record for them. In a subcontract, you stay on the record for your Client and instruct the other professional behind you. The two arrangements carry different duties, and the one you record decides which professional may be named on the record for the Client.

Terms between the two professionals. The terms of the arrangement between you and the other professional are recorded on the Platform and signed by both of you. They cover the scope of the work, the fee basis and how any fee is split, how much Client information is shared, each professional's conflict position, and which professional is on the record for the Client. Once either professional has signed, those terms cannot be changed or deleted; a different arrangement is recorded as new terms.

How the referral fee is settled. Where the Platform is able to intermediate the fee in the receiving professional's jurisdiction, the fee is settled through the Platform. Recording the fee as settled directly between the two professionals off the Platform is available only where the Platform's jurisdiction policy records that platform intermediation is unavailable in that jurisdiction. Where the Platform holds no policy for a jurisdiction it refuses to create the referral and tells you why, rather than assuming a settlement route. Where an off-Platform settlement is permitted, closing it requires evidence of the payment (its date, amount, currency, method and payment reference) together with an attestation from both professionals: one professional confirming the payment alone is not enough.

Conflict checks on the receiving professional. Before a referral is created, the Platform runs its conflict of interest checks on the professional you are referring to, for the Client you are referring. Where a conflict is already on record and has not been addressed, the referral is refused. You are told only that the referral cannot proceed: which people the other professional acts for is that professional's confidential information and is never disclosed to you. This check is in addition to, and does not replace, the checks that run before that professional may act for the Client.

Platform service fee. The Platform charges its own service fee on a facilitated referral, calculated as a percentage of the matter fee and invoiced to the receiving professional. This is the Platform's fee for providing the referral facility; it is separate from the referral fee agreed between the professionals and is reversed if the referral is later clawed back.

Regulatory carve-outs. You remain responsible for ensuring that any referral arrangement complies with the rules of your Regulatory Body, and the Platform applies jurisdiction-aware warnings and mandatory disclosures and requires you to self-certify compliance. Referral fees are prohibited for barristers under the BSB Handbook (rule rC10) and for personal-injury matters under the Legal Aid, Sentencing and Punishment of Offenders Act 2012 (LASPO): the Platform blocks referral fees where barrister conduct rules apply and warns where a matter may engage the LASPO prohibition. Solicitors must comply with the SRA referral-fee rules, and FCA-regulated advisers with the FCA rules on inducements. You must make any disclosure your rules require (see also section 12.2).

7.5 Non-Circumvention

This section is the conduct obligation that sits on top of the payment rule stated at the head of section 6. It does not restate that rule or vary it; read the rule there first.

You must not take actions designed to circumvent the Platform's commission structure, including:

• Directing Platform-referred Clients to pay outside the Platform
• Using Platform-obtained contact information to establish billing relationships outside the Platform
• Encouraging Clients to cancel Platform engagement to re-engage directly

Scope and time limit: This obligation applies where your fee model is revenue share (see section 6.2), for 12 months from a Client's first booking with you through the Platform. It covers all work for that Client in that period, including fees the Client pays you outside the Platform, which you must declare on the monthly statement in section 6.13. After those 12 months, commission no longer applies to fees from that Client.

Clarifications:

• This does not prevent Clients from finding and engaging you through external means (e.g. web search, word of mouth) of their own accord, even within the 12-month period.
• If a Client independently contacts you after an initial Platform engagement, you may respond, but during the 12-month period any resulting service fees are either processed through the Platform or declared on your monthly statement under section 6.13.
• Own Clients: the 12-month commission obligation in this section does not apply to Own Clients introduced to the Platform by you, because no commission applies to them at all (see Section 6.4). The payment rule at the head of section 6 does still apply to an Own Client matter the Platform holds, at a rate of 0%, as does the engagement-letter obligation in Section 6.4. The commission carve-out is a carve-out from commission only.

7.6 Engagement Cancellation

Either party (Consumer or Professional) may cancel an accepted engagement through the Platform. The following rules apply:

• Consumer-initiated cancellation: A Consumer may cancel an accepted engagement at any time from their approach details page. If the cancellation falls within the statutory cooling-off period (see Section 7.7), a refund will be processed in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Outside the cooling-off period, no mandatory refund applies.
• Professional-initiated cancellation: You may cancel an accepted engagement at any time. If you cancel, the Consumer is entitled to a full refund of any fees paid. The Platform will automatically create a refund request and may deduct the refund amount from your connected Stripe account in accordance with Stripe Connect clawback provisions.
• Effects of cancellation: Upon cancellation by either party, the associated conversation will be archived, any unpaid invoices will be cancelled (payments already made are not reversed, and any invoice already written off remains written off), any linked will legal review will be marked as cancelled, and a complete audit trail of all state changes will be recorded by the Platform.
• Ongoing obligations: Cancellation of an engagement does not affect any obligations that have already accrued, including the duty of confidentiality owed to the Consumer, record-keeping requirements under your professional rules, and data protection obligations under Section 8.

7.7 Cooling-Off Period Obligations

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, Consumers have a statutory cooling-off period from the date an engagement is accepted. As a Professional, you have the following obligations:

• Express consent: If you wish to commence work before the cooling-off period expires, the Consumer must first provide express consent through the Platform. The Platform records this consent with a timestamp, consent version, and IP address to comply with Regulation 36(1). You must not commence substantive work without this consent.
• Proportionate deduction: If the Consumer has given express consent and you have commenced work, any refund arising from cancellation within the cooling-off period may be subject to a proportionate deduction reflecting the value of work already performed. The deduction is calculated based on evidence of work submitted through the Platform (consultation records, document drafts, communications).
• Full refund without consent: If no express consent was given, the Consumer is entitled to a full refund upon cancellation within the cooling-off period, regardless of any work performed.
• Duty to cease work: Upon receiving notice of cancellation, you must immediately cease all work on the engagement. Any work performed after receiving cancellation notice may not be included in the proportionate deduction calculation.
• Refund timeline: Refunds are processed within 14 days of the Platform approving the refund request. Processing times vary by payment method (see the Consumer Terms, Section 7.9).

Jurisdiction-specific cooling-off periods may differ from the statutory UK default. The applicable period is determined by the jurisdiction of the will being reviewed, as recorded at the time of engagement acceptance.

7.8 Engagement Letters and Countersignature

Where you countersign an engagement letter, agree to a professional agreement, or otherwise confirm a document electronically on the Platform (by typing your name, ticking a confirmation box, or clicking to confirm), you are providing a legally binding electronic signature with the same legal effect as a handwritten (wet-ink) signature. By countersigning, you confirm that the typed name is your signature, that you intend to be bound by the document, and that you are authorised to enter into it.

Electronic signatures of this kind are recognised as valid under the Electronic Communications Act 2000 and the UK eIDAS Regulation and the equivalent electronic-signature laws applicable in other jurisdictions. The Platform records the countersignature as an immutable audit record (capturing the signed text, the date and time, your IP address, your browser user-agent, the authentication method, and a cryptographic hash of the signed document) so that the signature can later be evidenced. This signing metadata is processed as described in our Privacy Policy, and the general legal-effect terms in the Terms of Service apply to you as well.

7.9 Independent Second Opinions

The Platform offers Consumers an independent second opinion: a separate, advisory-only engagement in which you give a Consumer your own written opinion on a will that a different professional prepared or advised on. This is an opt-in service line. You are never matched for it unless you have published it as a service, and you may decline any individual approach. Where the conflict rules below apply, you must decline.

• Limited (unbundled) retainer: Your engagement is limited to giving an opinion on the version of the will you were given, against the scope stated in your engagement letter. You do not draft, amend or take over the will, you do not become the Consumer's acting professional, and you owe no duty to monitor the will or to advise the Consumer again after the engagement ends. You must use the Platform's second-opinion engagement letter template, which states these scope limitations expressly; you must not narrow or remove the scope-limitations section.
• No fee variation by findings: You publish one fixed fee and turnaround for the service line, and the Consumer buys at that price. Your fee must not vary according to what you do or do not raise in the opinion, and you must not offer a bespoke quote for a second opinion. Work that warrants a bespoke quote is a full engagement, not a second opinion.
• Only the Consumer pays: The Consumer alone pays for the opinion. You must not accept payment or any other consideration for a second opinion from the professional whose work you are opining on, or from their firm.
• No solicitation: You must not solicit a full engagement from the Consumer on the same will, either during the second opinion or for 12 months after your engagement ends, the same period as the non-circumvention obligation in Section 7.5. This restricts you from approaching the Consumer; it does not prevent the Consumer from approaching you, which they may always do of their own accord, and it does not prevent you from accepting that work. Where they do, the earlier second-opinion relationship must be disclosed in the new engagement letter. This obligation exists because a professional paid to give an opinion must not have a commercial reason to find fault.
• Conflict and independence: You are not eligible where you or your organisation already act or have acted on the will in any capacity, where you share an organisation with a professional engaged on it, or where a conflict has been recorded against the Consumer that you have not addressed. Same-firm work is not independent.
• Duty to stop and disclose: If a conflict emerges after you accept (including where, on a mirror pair you were engaged by both testators, your findings favour one testator over the other), you must stop, tell the Platform and the affected Consumers, deliver the opinion to the point you had reached, and decline to advise further.
• One included re-check: Where the Consumer passes points to the first professional and a new version follows, you must look again at that new version once, limited to the points passed on. That re-check is included in your fixed fee. Your engagement then ends. You are not required, and must not agree, to arbitrate between the Consumer and the other professional.
• Delivery: You must deliver the opinion within the turnaround you published. If you cannot, you must tell the Consumer promptly; the Platform may treat persistent late delivery as a ground to remove you from the service line.
• Confidentiality: The report is the Consumer's document. You must not disclose it, or the fact of the engagement, to the other professional or to anyone else except where the Consumer directs it or the law requires it.

What the Platform's conflict tooling does, and does not, do. The Platform records conflict checks. A check asks a fixed set of questions about a matter, answers the ones that can be answered from the records the Platform holds, and puts the rest to you as declarations only you can answer. Some checks run automatically when a matter opens; those run before you have declared anything, so they are always recorded as incomplete and can never record a matter as clear. The Platform does not decide whether a conflict exists, does not clear you to act, and does not refuse a matter on your behalf. Identifying and managing conflicts of interest remains your professional obligation and your regulator's, and a recorded check is a record of what was asked and answered, not a determination. Where the people named on a Consumer's will change after a check was recorded, the Platform marks that check as needing to be run again and tells you; it does not re-run it for you.

The Platform does not check, endorse or adjudicate a second opinion, and does not treat a disagreement between two professionals as a mark against either of them. A second opinion has no effect on your rating, your position in the directory, or your standing on the Platform. Only complaints and refunds, which have their own procedures, affect standing.

The Consumer's statutory cooling-off rights under Section 7.7 apply to a second-opinion engagement in the same way as to any other, including the express-consent and proportionate-deduction rules where you begin work inside the window.

7.10 Will-File Disclosure Requests to Firms Outside the Platform

Where a person has died, the papers behind their will are commonly held by the firm that prepared it. The Platform lets you ask that firm for a copy. You raise the request here; the Platform sends it from its own systems, under your name and on your instruction, to a Recipient Firm that holds no account with us, and hosts a secure page on which that firm may reply without registering. You remain the author of every request sent for you, and you are responsible for its contents as if you had written and posted it yourself.

Before and when you raise a request, you must:

• Hold an instruction and declare your interest honestly. Raise a request only where you are instructed on the estate or otherwise have a genuine interest you can evidence, and state that interest and your evidence accurately. You must not overstate your authority, act for someone who has not asked you to, or rely on an instruction given for a different matter.
• Believe the person has died. The channel exists for the estate of a person who has died. You must not use it to trace, locate or gather information about a living person.
• Verify your identity where we ask. We may require you to prove control of an email address and a telephone number before a request leaves our systems, and we may refuse or withdraw a request where that proof is absent, stale or has been used elsewhere.
• Accept the limits. There are caps on how many requests you may raise in a period and on how many may be aimed at any one Recipient Firm, and a cooling-off period after a withdrawal. The caps exist to keep the channel from becoming a way to work through a list of firms, and you must not attempt to evade them through additional accounts, colleagues or intermediaries.
• Pay the charge where one applies. A charge may apply to raising a request, depending on whether your identity and practising status are verified with us. Where a charge applies, the amount and the tax position that goes with it are shown to you before you pay. A charge is for raising the request and is not a fee for obtaining the file: a Recipient Firm is free to decline, to charge you its own copying costs, or not to answer at all, and none of those outcomes entitles you to a refund of a request that was in fact sent.

What you owe a Recipient Firm, which is not your Client. A Recipient Firm has no relationship with the Platform and has not agreed to anything. Your duties to it under these Terms are therefore free-standing and do not depend on it being a Client:

• Write what you would sign. Say who you are, whom you act for and what you seek. You must not send an anonymous or misattributed request, and you must not suppress your own identity or your practice's.
• Do not lean on our name. You must not suggest that the Platform has reviewed, endorsed, verified or compelled your request, that a reply is required of the firm, or that declining or delaying carries any consequence from us. The Platform is a conduit and says so in every message.
• No pressure, no complaint as leverage, no other business. You must not threaten a regulatory complaint or a report to obtain a reply, and you must not use the request or the reply channel to market to the firm, to recruit it, to solicit its clients or to open any unrelated matter with it.
• Hold what comes back to the purpose you asked for it. A will file names people who are not your client. Use a reply only for the matter on which you raised the request, secure it under the measures required by Section 8.3, and do not publish it, sell it, pass it on, add it to a database or feed it to a tracing or marketing service. Your own Article 14 duty to the third parties named in what you receive is yours alone, as it is under Section 8.6, and the Platform does not discharge it for you.
• Respect a refusal. Where a Recipient Firm declines, asks not to be contacted again, or objects to our processing of its details, that is the end of the matter on this channel. Any further approach is yours to make by your own means and on your own responsibility, and you must not use the Platform to make it.

What the Platform does and does not do. We send the request, hold a record of what was sent, whether it was delivered, when the secure page was opened and what came back, and we tell the Recipient Firm who raised the request and how to object. We do not assess whether your request is well founded, do not certify your authority to the firm, do not compel or chase a reply, and do not warrant that the firm holds the file or will part with it. We may refuse to send, suspend or withdraw a request, and may suspend the channel for an account, where we have reasonable grounds to think this section has been breached, and Section 11.2 applies. A request raised is our processing as well as your correspondence, so the account of it we give a Recipient Firm, a complainant or a regulator is ours to give and we will give it.

8. Data Protection and Privacy

8.1 Data Protection Compliance

Both parties must comply with applicable data protection laws, including the UK GDPR, EU GDPR (where applicable), and Data Protection Act 2018. Our Privacy Policy sets out how we process personal data.

8.2 Joint Controller Arrangement (GDPR Article 26)

For consultation data (recordings, transcripts, consultation notes, chat messages) processed through the Platform, Orchard72 and you act as joint controllers under GDPR Article 26. Responsibilities are allocated as follows:

• Platform responsibilities: Technical infrastructure (video platform, recording storage, transcription), data security (encryption, access controls, audit logging), sub-processor management (DPAs with Daily.co and Cloudflare), facilitating data subject access requests (DSARs), breach notification to supervisory authorities
• Your responsibilities: Legal basis for processing Client data for legal advice purposes, managing legal professional privilege, communicating with Clients about how their data is used for your services, notifying your regulatory body in the event of a data breach, conducting your own DPIA for your practice where required
• Shared responsibilities: Breach response coordination, data subject rights (Clients may exercise rights against either party)

For your Professional Account data, Orchard72 is the sole data controller. For Client data you process independently as part of your Professional Services outside the Platform, you are the sole data controller. Client data you send to us through the Professional API to create a will is Client data processed through the Platform, and the allocation of responsibilities above applies to it. You are responsible for having a lawful basis to send it and for telling your client that you use the Platform to prepare their will. For each will-creation API request made with one of your keys we keep a record of the key, the time, the address it came from, the resource requested and the outcome, but never the content of the request. We use this record to investigate misuse of a key, and we delete it after 90 days.

8.3 Your Data Protection Obligations

You must:

• Process Client personal data only for legitimate purposes and in accordance with applicable laws
• Implement appropriate technical and organisational security measures
• Maintain records of processing activities where required
• Respond to data subject rights requests within statutory timeframes
• Notify us promptly (within 48 hours) of any personal data breaches affecting Platform data
• Understand our sub-processor arrangements for the purposes of your own ethics compliance (see our Sub-Processor List)

8.4 Data Retention

We retain your Professional Account data for the duration of your registration and for a period thereafter as required by law or for legitimate business purposes. Consultation recordings and transcripts are retained per our data retention policy (see our Privacy Policy). Upon termination, you may request export of your data subject to technical feasibility and legal requirements.

8.5 Legal Professional Privilege Preservation

To preserve privilege:

• No content access: We will not access the content of consultation recordings, transcripts, or direct messages except: (a) at your express request for technical support, (b) in response to a valid court order (with notice to you where legally permitted), or (c) when a message is reported via the platform's reporting mechanism
• No AI training on your raw data: Your raw consultation and messaging data is never used to train any AI model. To improve our own models we may use de-identified interaction data from which names, addresses and other identifying details have been removed. Third-party AI providers are contractually prohibited from training on your data
• Contractual protections: Sub-processors (Daily.co and Cloudflare) are contractually bound to confidentiality and prohibited from using consultation or messaging data for any purpose other than providing the service. Consultation transcription is performed locally on our own infrastructure with no third-party transcription processor involved
• Technical controls: All recordings and direct messages are encrypted at rest, access is restricted and fully audited with IP, timestamp, reason, and method logged
• Direct messaging privilege: Direct messages may be subject to legal professional privilege depending on the nature of the communication and the relationship between the parties. The platform does not determine or guarantee privilege status. You are responsible for advising Clients about whether communications via direct messaging may attract privilege
• Your obligations: You must advise Clients about the use of the Platform for consultations and messaging, and obtain informed consent regarding any implications for privilege. You are responsible for asserting privilege where appropriate

8.6 Taking a Copy of a Matter Into Your Own Software

Before your first such copy you must accept the Platform's data-sharing addendum, which is versioned and recorded like any other consent. In respect of every copy you take, you must:

• Ask, never assume. Request the copy through the Platform for one named matter at a time, on a matter for which you hold a signed engagement letter. You must not ask a Client to consent outside the Platform, must not make consent a condition of acting for them, and must not request a copy you do not need for that matter. Requesting copies across your book is prohibited.
• Tell the third parties in the payload. The data you receive names people who are not your client, such as executors, beneficiaries, guardians and witnesses. Your Article 14 duty to inform them that you hold their personal data is yours alone, and the Platform does not discharge it for you.
• Secure it and keep it to the purpose. Hold the copy under the technical and organisational measures required by Section 8.3, use it only to carry out the instructed matter, and make no onward transfer of it to any other firm, vendor or jurisdiction without a lawful basis of your own and, where consent is that basis, the Client's own separate consent.
• Notify us of a breach within 48 hours. A breach affecting a copy taken from the Platform is notifiable to us on the same timetable as any other Platform data breach, in addition to your own regulatory notification duties.
• Handle the Client's rights yourself. Access, correction, objection and erasure requests about the copy come to you, and you answer them against your own retention and regulatory record-keeping obligations. Where a Client withdraws consent, that stops any further copy from that moment; it does not oblige us to delete what you already hold, and we make no representation to Clients that it does.
• Retain and delete on your own basis, and cooperate with an audit. Keep the copy no longer than your own retention basis supports, delete it when that basis ends, and, on our reasonable request, tell us what you hold, on what basis and under what measures, so that we can answer a Client or a regulator.

8.7 Your Own Data in an Application We Prepared

Where we prepare a draft application for you under Section 2.5, we process your professional information for that purpose on the basis of our legitimate interest in maintaining an accurate and useful directory, weighed against the fact that the information was already public and that the draft remains private to our team until you accept it. We are the controller of that draft for as long as we hold it.

You may object to that processing, or ask us to delete the prepared record, at any time and without giving a reason, using the contact details in Section 17 or the route set out in our privacy notice, and we will delete the record. This right is separate from, and unaffected by, any other right in this Section 8.

9. Intellectual Property

9.1 Platform Intellectual Property

All intellectual property rights in the Platform, including software, technology, designs, trademarks, and content (excluding User Content), belong to Orchard72 or our licensors. You may not copy, modify, distribute, sell, or create derivative works based on our intellectual property without our prior written consent.

9.2 Your Intellectual Property

You retain ownership of your own intellectual property, including your professional advice, templates, and materials you create. By using the Platform, you grant us a limited, non-exclusive licence to display your profile information, logo, and content for the purpose of providing the Platform Services.

Invoice branding. You may upload a logo, a header image and a signature image, and choose an accent colour, for the invoices you issue through the Platform. You confirm that you are entitled to use every image you upload and that a signature image is your own or one you are authorised to use. We print your branding on your invoices, their PDFs and the invoice emails we send to your clients, and we keep the branding an invoice was sent with on that invoice for as long as we keep it, even if you later change or remove it. We may refuse or remove an image that fails our file checks or breaches these terms.

9.3 User Content

Content you upload or create on the Platform (such as profile descriptions, articles, or resources) remains yours. However, you grant us a licence to use, display, and distribute this content as necessary to provide and promote the Platform Services. This licence terminates automatically upon termination of your Professional Account, save that we may retain copies to the extent required to comply with legal obligations and may take a reasonable period to remove cached or archived copies.

9.4 Trademark Usage

You may not use our trademarks, logos, or branding except as expressly permitted, such as the platform attribution on the White-Label Widget described in Section 5.2, or the provenance mark the Platform applies to a document it generates. Where Section 5.2 permits you to switch the Widget attribution off, switching it off is not a breach of this Section; removing or obscuring a locked provenance mark is. Any permitted use must comply with our brand guidelines.

10. Liability and Indemnification

10.1 Platform Liability

Orchard72 is a technology platform that facilitates connections between legal professionals and Clients. We are not responsible for:

• The quality, accuracy, or outcomes of Professional Services you provide
• Any legal advice, recommendations, or documents you prepare
• Disputes between you and your Clients
• Your compliance with professional conduct rules or regulatory requirements

10.2 Limitation of Liability

To the maximum extent permitted by law:

• Our liability to you for any claims arising from these Professional Terms or your use of the Platform shall not exceed the greater of (i) £1,000 or (ii) the total fees paid by you to us in the 12 months preceding the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill

Nothing in these Professional Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by law.

10.3 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Orchard72, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from the following, except to the extent such claims arise from Orchard72's own negligence, wilful misconduct, or breach of these Professional Terms:

• Your Professional Services and any advice or documents you provide to Clients
• Your breach of these Professional Terms
• Your violation of any applicable laws, regulations, or professional conduct rules
• Any infringement of third-party intellectual property rights
• Any breach of data protection laws arising from your processing of personal data

10.4 Professional Indemnity Insurance

You must maintain professional indemnity insurance at levels required by your Regulatory Body or as we may reasonably require. Upon request, you must provide evidence of your current insurance coverage.

10.5 Liability on an Independent Second Opinion

Where you give an independent second opinion under Section 7.9, your liability is limited to the opinion itself: exercising reasonable skill and care in considering the version of the will you were given, against the scope stated in your engagement letter. You do not assume responsibility for the will, for the work of the professional who prepared it, or for any loss arising from the Consumer's decision to act or not act on your opinion.

Equally, where another professional gives a second opinion on work of yours, that opinion does not transfer any part of your own responsibility to them. You remain responsible for the will under your own engagement with the Consumer, and you are not in breach of these Terms or of your professional obligations merely because another professional would have taken a different approach. You become responsible for a change only when the Consumer instructs it and you accept the instruction.

Each professional owes their duties to the Consumer independently. Neither professional owes the other a duty of care in respect of the second opinion, and the Platform is not a party to, and accepts no liability for, any dispute between them.

11. Suspension and Termination

11.1 Termination by You

You may terminate your Professional Account at any time by providing written notice through your dashboard or by contacting us. Upon termination:

• If you are listed, your profile will be removed from the Directory
• You must fulfil any outstanding obligations to Clients with whom you have existing engagements
• You may request export of your data, subject to technical feasibility
• Any outstanding fees remain due and payable

11.2 Suspension by Us

We may suspend your access to Platform Services immediately if:

• We reasonably believe you have breached these Professional Terms
• Your Regulatory Body imposes sanctions or restrictions on your practice
• We become aware of an investigation by your Regulatory Body or law enforcement
• There are security concerns affecting your account or the Platform
• You fail to pay applicable fees when due

We will notify you of any suspension and the reasons (unless prohibited by law) and provide an opportunity to address the issue.

11.3 Termination by Us

We may terminate your Professional Account if:

• You materially breach these Professional Terms and fail to remedy the breach within 14 days of notice
• You repeatedly breach these Professional Terms
• Your Regulatory Body suspends or revokes your practising certificate or licence
• You engage in fraudulent, illegal, or seriously unprofessional conduct

11.4 Effects of Termination

Upon termination, your licence to use the White-Label Widget and other Platform Services terminates immediately. Provisions relating to intellectual property, confidentiality, liability, indemnification, and dispute resolution survive termination.

12. Regulatory Compliance

12.1 Your Regulatory Obligations

You are solely responsible for compliance with the rules and regulations of your Regulatory Body in each jurisdiction where you practise. This may include bodies such as the Solicitors Regulation Authority, Bar Council, Law Society, or equivalent authorities in other jurisdictions.

12.2 Professional Conduct

You must adhere to the professional conduct code applicable in your jurisdiction(s), including rules regarding:

• Client care and communication
• Competence and diligence
• Conflicts of interest
• Confidentiality
• Referral arrangements and fee sharing
• Advertising and marketing

Where you use the Platform's referral facility (section 7.4), you are responsible for ensuring the arrangement is permitted by your Regulatory Body and for making any disclosure your rules require. The Platform hard-blocks referral fees where barrister conduct rules (BSB rC10) apply and warns where personal-injury or LASPO restrictions may be engaged, but compliance in your specific matter remains your professional responsibility.

12.3 Anti-Money Laundering

Where applicable, you must comply with anti-money laundering regulations, including conducting appropriate client due diligence and reporting suspicious activities as required by law.

12.4 Notification of Regulatory Issues

You must notify us promptly (and in any event within 48 hours) if:

• Your Regulatory Body commences an investigation or disciplinary proceedings against you
• Your practising certificate, licence, or insurance is suspended, revoked, or restricted
• You receive a warning, fine, or other sanction from your Regulatory Body
• Any circumstances arise that may affect your eligibility to remain registered on the Platform

13. Marketplace Regulatory Position

13.1 Platform Classification

Orchard72 operates as a technology marketplace. We are not a legal services provider and do not require regulatory authorisation to operate the Platform. Will writing is not a reserved legal activity under the Legal Services Act 2007 (UK), Section 12. Accordingly, the Platform does not engage in the provision of reserved legal activities.

13.2 Professional Practice Through the Platform

Solicitors regulated by the Solicitors Regulation Authority (SRA) may practise through unregulated platforms for unreserved legal activities, in accordance with the SRA Standards and Regulations 2019. If you are regulated by the SRA or an equivalent body, you must ensure your use of this Platform is consistent with your regulatory obligations, including rules on outsourcing, supervision, and client confidentiality.

13.3 Insurance Obligations

You must maintain professional indemnity insurance (PII) at levels required by your Regulatory Body. The Platform does not provide insurance coverage for your Professional Services. You must provide evidence of current PII upon request.

13.4 Compliance Responsibilities Matrix

The following matrix summarises the division of responsibilities between the Platform and you as a legal professional:

• Regulatory authorisation: Platform: not required (marketplace). Professional: required by your Regulatory Body.
• Quality of legal advice: Platform: no liability. Professional: full liability.
• Professional indemnity insurance: Platform: not required. Professional: required by your Regulatory Body.
• Data protection infrastructure: Platform: DPAs with sub-processors, encryption, access controls, DPIA for platform. Professional: your own DPIA for your practice.
• Recording consent UI: Platform: builds and enforces the consent flow. Professional: advises Client and participates in consent.
• Privilege preservation: Platform: no content access, encryption, audit logs. Professional: asserts privilege and advises Clients.
• Sub-processor management: Platform: selects, monitors, and maintains DPAs. Professional: understands for ethics compliance.
• Breach notification: Platform: notifies supervisory authorities and professionals. Professional: notifies their Regulatory Body and Clients.
• Data subject rights: Platform: facilitates via DSAR system. Professional: handles their own Client requests.
• Complaints about advice quality: Platform: redirects to professional/Regulatory Body. Professional: handles per regulatory rules.
• AI tool accuracy: Platform: provides as-is with disclaimers. Professional: must verify before use with Clients.
• Independent second opinions: Platform: routes the request, applies the independence rules, and publishes the fixed price; never checks, endorses or adjudicates the opinion. Professional: full responsibility for the opinion given, and for declining where a conflict applies.

13.5 Insurance for the Second-Opinion Service Line

Before you may publish an independent second opinion as a service, your professional indemnity cover must extend to it. An advisory opinion given under a limited (unbundled) retainer is treated differently by some insurers from a full will-drafting retainer, so you must satisfy yourself (and confirm to us on request) that your policy responds to work of this kind at the levels required by Sections 10.4 and 13.3.

The Platform applies the minimum-cover checks recorded against the second-opinion engagement letter template before a letter can be sent. Those checks confirm the cover levels you have declared; they are not a substitute for your own confirmation that the policy covers the service line, which remains your responsibility. If your cover lapses or ceases to extend to this work, you must withdraw the service line immediately.

14. Dispute Resolution

14.1 Informal Resolution

If a dispute arises between you and Orchard72, we encourage you to contact us first through your dashboard to attempt informal resolution. Many issues can be resolved through open communication.

14.2 Mediation

If informal resolution is unsuccessful, either party may propose mediation as an alternative to litigation. Mediation shall be conducted by a mutually agreed mediator or, failing agreement, by a mediator appointed by the Centre for Effective Dispute Resolution (CEDR).

14.3 Governing Law and Jurisdiction

These Professional Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.4 Regulatory Complaints

Nothing in these Professional Terms affects your right to make complaints to your Regulatory Body or the right of Clients to make complaints about your conduct to the Legal Ombudsman or relevant regulatory authority.

15. General Provisions

15.1 Entire Agreement

These Professional Terms, together with our Terms of Service, Privacy Policy, and any applicable service agreements, constitute the entire agreement between you and Orchard72 regarding your participation as a legal professional on the Platform.

15.2 Severability

If any provision of these Professional Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Professional Terms shall not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Professional Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets, and will only do so to a party that agrees to be bound by obligations equivalent to these Professional Terms and by equivalent data-protection obligations. We will notify you of any such assignment.

15.5 Continuity if We Discontinue the Platform

If we give notice that the Platform is being discontinued, or if we enter administration, liquidation or receivership, your relationship with your Clients does not end with ours. We will give you not less than 90 days' notice before access ends, and during that period we will make the following available so that in-flight matters continue directly between you and your Client, off the Platform:

• Your Client's contact details, and your contact details to your Client, so that each of you can reach the other without us.
• A copy of the engagement letter for each open matter.
• The matter records we hold for you, exported in a structured, commonly used and machine-readable format. Where we hold those records as your processor, this is a return of the data to you as controller under Article 28(3)(g) of the UK GDPR, and the election between return and deletion is yours.

Matter content that includes special-category data (for example the content of an advance decision or a health-and-welfare lasting power of attorney) is handled separately and on a case-by-case basis, because the consent on which such content was collected is given to a named recipient and does not automatically travel with the record.

Your regulatory duties survive us. Your obligations to your Client under the rules of your regulator (including duties of confidentiality, file retention and orderly conclusion of a retainer) are owed by you, not by the Platform, and they continue unaffected by our discontinuation. You remain responsible for holding your own client file. We strongly recommend that you do not treat the Platform as your only copy of any record you are required to keep.

15.6 Your Fees Are Not Affected by Our Discontinuation

As set out in Section 6.3, Client payments for your Professional Services are taken as direct charges on your own Stripe connected account. You are the merchant of record: the payment settles into your connected-account balance at the time it is made, and the Platform receives only its commission, taken as an application fee on the same charge. We do not hold, and have never held, your service fees on your behalf, and there is no Platform payout awaiting release to you.

It follows that our discontinuation or insolvency does not reach the fees you have earned. They are already yours, in your own account, and they are paid out to you by Stripe on Stripe's schedule regardless of our position. You do not have a claim against us for them, because there is nothing of yours for us to hold.

For the same reason, a Client who has paid for work you have not yet carried out has paid you, not us. If we discontinue the Platform, that Client's claim for the work or for a refund lies against you as the merchant of record, and they should contact you directly. We would tell them so. Where a refund would ordinarily be initiated through the Platform, note that the Platform's own leg of that transaction is the reversal of our commission, and that leg may not be available during a wind-down. The refund of the Client's payment itself is made from your connected-account balance and remains within your control throughout.

15.7 Third Party Rights

These Professional Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999, except that our affiliates and licensors may enforce provisions relating to intellectual property.

15.8 Notices

Notices to you may be sent via email to the address registered on your Professional Account or through your Platform dashboard. Notices to us should be sent through the contact form in your dashboard.

15.9 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, or failures of third-party systems or networks.

16. Changes to These Terms

We may update these Professional Terms from time to time to reflect changes in our services, legal requirements, or business practices.

• We will provide at least 30 days' written notice before material changes take effect
• Notice will be sent via email and/or displayed on your Platform dashboard
• Your continued use of the Platform after the effective date of changes constitutes acceptance of the updated terms
• If you do not agree with material changes, you may terminate your Professional Account before the changes take effect

17. Contact Information

If you have any questions about these Professional Terms or need to contact us regarding your Professional Account:

Orchard72
Please use the contact form available in your Platform dashboard or on our Contact Us page.

For regulatory matters, you should contact your relevant Regulatory Body directly:

• England & Wales: Solicitors Regulation Authority (SRA) - sra.org.uk
• England & Wales (Barristers): Bar Standards Board - barstandardsboard.org.uk
• Scotland: Law Society of Scotland - lawscot.org.uk
• Northern Ireland: Law Society of Northern Ireland - lawsoc-ni.org
• Other jurisdictions: Your applicable regulatory authority