Terms of Service

Lay Law is a sole proprietorship owned, run and operated by Richard Thompson, and it functions as a legal consulting business and not a legal practice registered with any law society in terms of the Attorneys Act 53 of 1979, as amended. As such, Lay Law does not engage in or offer any services of a reserved or litigious nature, as defined under the Legal Practice Act, 28 of 2014.

You give Lay Law the authority to act on your instruction. Lay Law shall act as an independent contractor and not as your agent, partner or joint venturer. Neither you nor Lay Law have any right, power or authority to bind the other in any way whatsoever.

If you act on behalf of an entity, you accept the agreement on its behalf and warrant that you are authorised to do so.

Lay Law may subcontract portions of its services to other professionals, should we deem it necessary, who may deal with you directly. You consent to Lay Law using its own staff, sub-contractors and other third party service providers in order to provide its services, provided that Lay Law will remain liable to you for its obligations under the agreement.

Throughout the instruction, Lay Law will conduct itself in a diligent, professional and consistent manner. However, it will be your responsibility to provide all necessary, accurate, complete and clear instructions, documents and/or information to Lay Law, as requested. Lay Law will not be held liable for providing advice or services based on incorrect information provided by you.

It is your responsibility to ensure that implementation of our services is performed in the manner advised by us. We will not assume any management responsibilities in connection with the services. We will not be held liable for any failure on your part to take cognisance of advice or implement services provided to you by us.

You are responsible for evaluating the adequacy and results of the services and agree to notify Lay Law as soon as possible if any issues arise so that we can address any issues as efficiently as possible.

If requested, you agree to provide all ‘Know-Your-Client’ documentation and information requested by Lay Law (as required under the Financial Intelligence Centre Act No. 38 of 2001). Failure to do so will mean that Lay Law will cease to perform the services until such documentation is provided.

You agree not to solicit any employees, sub-contractors or third party agents of Lay Law for the duration of the specific project and for a period of 12 months after termination thereof, unless Lay Law provides prior written consent for you to engage such party.

In the event that you breach clause 2.5 above, you agree to pay to Lay Law a referral fee equal to R50,000 or 25% of the annual remuneration of such party, whichever is the greater amount.

You agree to comply with all other obligations as set out in this clause and throughout the agreement.

Lay Law will -

1. 3.1.1

   treat your instructions, identity and any incidental information you provide to us as strictly confidential. We will not disclose to any third party any confidential information or knowledge that we obtain as a result of us acting on your behalf;

2. 3.1.2

   protect the information you provide to us with a reasonable standard of care; and

3. 3.1.3

   advise you if there is a material conflict of interest between yourself and another client and take the appropriate steps to ensure the conflict is resolved.

You will -

1. 3.2.1

   Not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or service providers of Lay Law, without Lay Law’s written consent.

Notwithstanding clauses 3.1 and 3.2 above, either Party (you or Lay Law) may disclose the other Party's confidential information:

1. 3.3.1

   to its employees, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under the agreement. Each party shall ensure that its employees, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 3; and

2. 3.3.2

   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither Party shall use any other party's confidential information for any purpose other than to perform its obligations under the agreement.

The provisions of this clause will survive the termination of the agreement.

Lay Law commits to respect your privacy and ensure the lawful processing of all of your personal information as defined in and in line with the Protection of Personal Information Act, 4 of 2013 (“POPIA”).

By accepting these Terms of Service, you also undertake to comply with all of the applicable prescripts and requirements of POPIA, as may be relevant to you.

Lay Law’s Privacy Policy is incorporated, by reference, into these Terms of Service.

Lay Law will charge a fair and reasonable fee for acting on each instruction that we receive from you.

Lay Law will provide a quote, proposal or invoice before formally engaging you and acting on an instruction.

Unless indicated otherwise in its initial quote, proposal or invoice, Lay Law will not charge for any disbursements incurred by it on your behalf. Where you require Lay Law to source external professional services for you, Lay Law will communicate the relevant fees for this service to you.

Invoices will reflect fees and disbursements (if indicated in the initial quote or proposal). Value Added Tax will not be charged, unless indicated otherwise.

Upon your acceptance of a quote, proposal or invoice and our acceptance of your instruction, in writing, you will be liable for the full quoted fee.

If, after Lay Law has accepted your instruction, you require a variation of the instruction, Lay Law will provide a quotation for the variation. If accepted by you, in writing, this amount will be added to the final invoice. If you do not accept the quotation, Lay Law is not obliged to implement the variation.

All Lay Law services include the following, free of charge:

1. 7.1.1

   An initial 30 minute virtual consultation (on either Zoom, Microsoft Teams, Google Meet, Whatsapp, any other preferred media platform, or via telephone) in order to understand the facts, nuances and objectives of what you require;

2. 7.1.2

   One round of confirmatory questions from Lay Law (either via email, WhatsApp message, or WhatsApp voice note) in order to attain any outstanding information / confirm any outstanding issues; and

3. 7.1.3

   One round of amends after the provision of the initial draft, before finalisation.

Consultations, questions, amendments and legal advice over and above what is provided for free of charge as stipulated in clause 7.1 above, are billed at our base hourly rate of R1650 an hour (with part hours being prorated), unless a different hourly rate is provided for in the quote, proposal or invoice. Should you request legal advice over the phone, in person or via email other than in the instances provided for in clause 7.1 above, time will be recorded and you will be charged at our base hourly rate, or, if provided, any hourly rate stipulated in the quote, proposal or invoice.

As stipulated in clause 7.1 above, Lay Law will waive its fee for initial 30 minute virtual consultations, subject to the rest of this clause. Following the initial 30 minute virtual consultation, if appropriate, Lay Law will then provide a quote or proposal for the services you require. Should you not proceed with the quotation or proposal, you will be liable to Lay Law for an amount of R825.00 for the initial consultation, at Lay Law’s discretion, upon presentation of an invoice.

Lay Law may in its sole discretion charge you R825.00 for the initial consultation, if you cancel the consultation with less than 24 (twenty-four) hours’ notice.

The provisions of clause 7.1 do not apply to the “Legal Strategy Session” service, which will require an upfront fixed fee prior to the consultation, unless stipulated otherwise.

In the event that Lay Law creates contract templates or reviews contracts for your use in dealings with third parties, it is your responsibility to engage Lay Law on any material amendments requested by such third parties prior to concluding revised agreements. In this event, outside of what is provided for in clause 7.1, our base hourly rate or, if provided, any hourly rate stipulated in the quote, proposal or invoice, will be charged. In addition, Lay Law recommends that you engage us on an annual basis to review and/or refresh any legal templates created to the extent necessary to ensure compliance with any regulatory changes and/or changes to your business, if applicable.

Unless stipulated otherwise, if Lay Law is requested to provide a legal opinion/advisory note/research note, review a contract or policy, or draft a non-litigious legal letter/correspondence, we will charge our base hourly rate.

Any documentation provided by Lay Law to you as part of your instruction will ordinarily be presented according to the following procedure:

1. 10.1.1

   Lay Law will send you the first draft, as proposed in the quote, proposal or invoice. You are required to provide any outstanding information and can give feedback on the content (“the first draft”), free of charge.

2. 10.1.2

   Lay Law will then revise the written content, based on your feedback and present the final draft to you (“the final presentation”).

3. 10.1.3

   Lay Law may also offer a virtual close-out meeting to ensure a clear understanding of the work delivered and to address any final queries.

If you require additional amendments after the final presentation and virtual close-out meeting (if offered), Lay Law has the discretion to charge an hourly rate for those amendments, as per clause 7.2 above. We will notify you before incurring further costs.

Unless by prior, written arrangement, you are encouraged to provide Lay Law with written feedback within 10 (ten) calendar days after receiving a first draft of a written instruction (as contemplated in clause 10.1.1 above). Should you fail and/or refuse and/or neglect to provide Lay Law with such written feedback within the aforesaid period:

1. 10.3.1

   Lay Law may, in its discretion, consider the instruction to be complete; and

2. 10.3.2

   Should you provide written feedback at any stage after the aforesaid period, Lay Law shall be entitled to charge an additional fee in order for the Lay Law Consultant concerned to re-familiarise themselves with the written instruction.

Unless otherwise discussed with Lay Law, the instruction may be considered complete if you do not request additional amendments within 7 (seven) business days of the provision of the final presentation.

As provided for in clause 7.1 above, Lay Law charges no initial consultation fee, unless you, thereafter, don’t proceed with a quote for services. In that instance, the fee of R825.00 must be paid to Lay Law on presentation of an invoice, unless otherwise agreed.

Once a quote, proposal or invoice has been accepted for an instruction, the entirety of the fixed fee must be paid upon presentation of an invoice, unless otherwise agreed, in order for Lay Law to begin work on the instruction.

Unless otherwise agreed, in the event that the instruction (or part thereof) involves the provision of services at an hourly rate, then 50% of the estimated fee for that part of the instruction must be paid in order for Lay Law to commence with that instruction (or the part of the instruction involving the hourly rate), with the remainder of the final fee being due and payable on presentation of an invoice after presentation of the final completed instruction.

All invoices are due and payable upon presentation by us and must be paid within 7 (seven) calendar days of submission by us, into a bank account nominated by us in writing from time to time.

Late payments shall bear interest at a rate equal to the prime overdraft lending rate charged by First National Bank, from time to time, plus 2% (two percent), calculated daily and compounded monthly in arrears, from the due date until the date of full payment.

Failure to pay your invoices will also result in Lay Law retaining the intellectual property in all works produced and not paid in full by you.

Further, in the event of non-payment of any invoice by the due date, Lay Law reserves the right to immediately suspend all services (“tools down”) without further notice until all outstanding amounts (including interest, if applicable) are settled in full. Lay Law shall not be liable for any delay, loss or damages arising from such suspension.

If work is suspended due to non-payment, an additional administrative fee of R1000.00 may be levied for the reactivation of services.

If any intellectual property is developed during the provision of the services, all intellectual property rights in it will be ceded to you, subject to all fees and costs being paid in full as well as subject to clause 12.2.

You are not permitted to share, sell, assign, licence or pass off as your own any document drafted for you by Lay Law with any other party, except in the ordinary course of business and for the purpose which the document was requested.

Each Party retains ownership of all and any pre-existing intellectual property it uses or discloses to the other Party in connection with the services. Each Party licenses the other to use any existing intellectual property to the extent necessary for Lay Law to duly perform the services to you.

The Parties agree that they will not knowingly infringe the intellectual property rights of any third party in developing any works as part of this engagement.

Apart from instances of dishonesty or gross negligence, Lay Law will not be liable to you for:

1. 13.1.1

   any loss or damage caused by any delay in the completion of Lay Law’s services;

2. 13.1.2

   any loss of profits suffered by you or a third party in connection with Lay Law’s services;

3. 13.1.3

   any indirect or consequential loss of whatever nature;

4. 13.1.4

   any loss arising directly or indirectly due to any negligence on the part of Lay Law, its employees, consultants or agents; or

5. 13.1.5

   any third party claim.

Subject to clause 13.1, you agree to hold harmless and indemnify Lay Law against any losses, expenses or claims by yourself or any third party arising as a result of the provision of Lay Law’s services.

To the extent that Lay Law’s liability cannot be excluded by law, its maximum liability, whether in contract, statute or delict (including negligence), to you will be limited to the aggregate amount paid by you to Lay Law in the 6 months prior to such incident(s) or to the maximum amount that Lay Law is covered for by its Professional Indemnity insurance, whichever amount is less.

You understand and agree that any legal service produced for you is based on current laws, and as such, should any laws change, Lay Law can no longer warrant that the work produced for you is still compliant and/or correct.

Without prejudice to its other rights and remedies, Lay Law will have the right to cease work and/or terminate any instruction by giving you notice by email, should we determine in our sole discretion that we are not able to properly perform the instruction or should you fail to pay your account or provide us with the necessary information which we request.

You shall pay us for all work-in-progress and services already performed by us up to and including the effective date of the termination of the Agreement. Payment is due within 7 (seven) calendar days following the date of our invoice.

Should your instruction be terminated by Lay Law, you grant Lay Law the right to keep possession of any documentation, goods or material owned by you until your account is paid in full.

Any dispute which arises between the Parties in respect of the agreement shall require the Parties to use their best endeavours to resolve the dispute informally within 7 (seven) days of the dispute having been raised in writing.

Should the Parties be unable to resolve a dispute, such dispute will be submitted to and decided by a court of competent jurisdiction or, upon agreement between the Parties, by arbitration in terms of this clause.

The arbitrator(s) shall be appointed by the Parties within 10 (ten) days of agreement on arbitration, and failing agreement on the choice of arbitrator, shall be nominated by the Chairman for the time being of the Cape Bar Council. If replacement of the arbitrator becomes necessary, this shall be effected in the same manner as set out in this clause.

The arbitration shall be held -

1. 15.4.1

   at/in Cape Town, virtually or other venue agreed by the parties in writing;

2. 15.4.2

   in English; and

3. 15.4.3

   immediately and with a view to its being completed within 30 (thirty) days after it is demanded.

The Parties irrevocably agree that the decision in arbitration proceedings:

1. 15.5.1

   shall be final and binding upon them;

2. 15.5.2

   shall be carried into effect;

3. 15.5.3

   may be made an order of any court of competent jurisdiction.

Nothing in this clause 15 will preclude any Party from access to an appropriate court of law:

1. 15.6.1

   for interim relief in respect of urgent matters;

2. 15.6.2

   to seek such injunctive or urgent relief; or

3. 15.6.3

   for judgment in relation to a liquidated claim, specifically including any fees owing.

The Parties irrevocably consent, notwithstanding any monetary limitation, to the jurisdiction of the Magistrates Court for determination of any dispute sought by Lay Law in relation to the non-payment of Fees. You agree to pay the legal costs associated with any recovery of fees, costs or other liabilities, on an attorney and own client basis.

If there is any conflict or ambiguity between any terms in the agreement and any particulars contained in any proposal, quote or invoice sent to you, the particulars in the proposal, quote or invoice shall prevail.

If any particulars are omitted from a proposal, quote or invoice, or no quote, proposal or invoice is utilised at all, the agreement shall apply.

The agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of the Republic of South Africa.

Subject to clause 15 above, the Parties irrevocably agree to the jurisdiction of a magistrate’s court in Cape Town for the resolution of any dispute, notwithstanding the amounts claimed.

Any notice or other communication given by one of us to the other in connection with the agreement or the services must be in writing via email to the email addresses used by the Parties in correspondence, or another email address as notified by one Party to the other.

Any notice or communication successfully sent by email shall be deemed to have been received 1 (one) day after dispatch, or, if this time falls outside business hours, 1 (one) day after business hours resume. “Business hours” means 9 am to 5 pm Monday to Friday on a day that is not a public holiday.

Lay Law may make responsible use of artificial intelligence (“AI”) tools to assist with its service delivery, including the drafting, review, and analysis of legal documents, as well as the organisation of information and internal workflows. All outputs generated using AI tools are reviewed, verified, and approved by qualified legal professionals before being provided to clients, ensuring that there is always a “human-in-the-loop” element in every stage of our work.

You acknowledge and consent to the possible use of AI-assisted note-taking tools during virtual consultations or meetings, unless you expressly request otherwise before or during such meeting. These tools are used solely to capture and structure information discussed, to enhance the accuracy and efficiency of our record-keeping and understanding of client instructions.

All information captured through AI tools remains strictly confidential and will be treated in accordance with our confidentiality and data protection obligations. Where no professional relationship is established following an initial consultation, any notes or recordings created using AI tools will be securely deleted within a reasonable period.

The agreement is personal to you and you may not assign, cede or novate any of your rights or obligations to any third party without our consent. Any assignment, cession or novation in violation of this provision shall be void and have no effect. Lay Law reserves the right to, without your consent, transfer, assign, sublicense, cede or pledge the agreement, in whole or in part, to a different entity, in the event that we elect to restructure, sell, buy, merge or otherwise reorganize our business, including changing our name and/or the type of legal entity that we operate as.

In the event that any of these Terms of Service are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.

No waiver on the part of either you or Lay Law to the agreement of any rights arising from a breach of any provision of the agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.

No indulgence, leniency or extension of a right, which either of the Parties may have in terms of the agreement, and which either Party (“the grantor”) may grant or show to the other Party, shall in any way prejudice the grantor, or preclude the grantor from exercising any of the rights that it has derived from the agreement, or be construed as a waiver by the grantor of that right.

The failure of either Party to fulfil any of their obligations under the agreement shall not be considered to be a breach or default provided such inability arises from an event of Force Majeure, and that either of the Parties who may be affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet these Terms of Service, and has informed the other as soon as possible about the occurrence of such an event. “Force Majeure” is defined as causes beyond a Party’s reasonable control, including but not limited to acts of God, pandemics, strikes, war, terrorism, power outages, acts of Government or failure of suppliers, contractors or service providers.

Lay Law reserves the right to amend this standard agreement, at its discretion, and undertakes to advise you, if applicable, of any changes that may affect you. Any material changes made after the commencement of specific services to you will not be applicable to those services.