This agreement sets out the terms and conditions upon which Lay Law agrees to act on your behalf, as a Client (either a juristic entity or individual, as applicable). Your acceptance of any consultation meeting invite, quote, proposal or any of Lay Law’s services, as relevant, indicates your explicit or tacit acceptance of the agreement and the Terms of Service listed below, as well as any other relevant Terms and Conditions located on Lay Law’s website, which are incorporated by reference (“the agreement”). In the event that a separate agreement is entered between Lay Law and you, these Terms of Service will not apply.
1. AUTHORITY
1.1 Lay Law is 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.
1.2. 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.
1.3. 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.
2. PROFESSIONAL DUTIES, RESPONSIBILITIES AND OBLIGATIONS
2.1. 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.
2.2. 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.
2.3. 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.
2.4. 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.
2.5. 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.
2.6. 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.
2.7. You agree to comply with all other obligations as set out in this clause and throughout the agreement.
3. CONFIDENTIALITY AND CONFLICT OF INTEREST
3.1. Lay Law will –
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;
3.1.2. protect the information you provide to us with a reasonable standard of care; and
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.
3.2. You will –
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.
3.3. Notwithstanding clauses 3.1 and 3.2 above, either Party (you or Lay Law) may disclose the other Party’s confidential information:
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 this 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
3.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3.3. Neither Party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
3.4. The provisions of this clause will survive the termination of this agreement.
4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
4.1. 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”).
4.2. 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.
4.3. Lay Law’s Privacy Policy is incorporated, by reference, into these Terms of Service.
5. FEES AND DISBURSEMENTS
5.1. Lay Law will charge a fair and reasonable fee for acting on each instruction that we receive from you.
5.2. Where reasonably possible, Lay Law will provide a quote or a proposal before acting on an instruction. Estimates of fees and disbursements are given for guidance purposes only on the basis of information provided by you. These should not be regarded as final and may be subject to change due to unforeseen complexity and time spent. For example, we reserve the right to charge a higher hourly rate or fixed fee for work commissioned on an urgent basis.
5.3. Should no quote or proposal be requested or provided, Lay Law’s “Services and Pricelist” will apply. Prevailing hourly rates are R1500.00 (One Thousand Five HundredRand) an hour. Part hour rates will be prorated based on the hourly rate of R1500.00 an hour (for example: 15 minutes = R375, 30 minutes = R750.00 etc.).
5.4. Unless indicated otherwise in its initial quote or proposal, 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.
5.5. Invoices will reflect fees and disbursements (if indicated in the initial quote or proposal). Value Added Tax will not be charged.
6. CANCELLATION OR VARIATIONS
6.1. Upon your acceptance of a quote, proposal or website price list offering and our acceptance of your instruction, in writing, you will be liable for the full quoted fee.
6.2. 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.
7. CONSULTATIONS AND ADVICE
7.1. All Lay Law services include the following, free of charge:
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;
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
7.1.3 One round of amends after the provision of the initial draft, before finalisation.
7.2. 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 an hourly rate. 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 according to the fees laid out in clause 5.3 above.
7.3. As stipulated in clause 7.1 above, Lay Law will waive its fee for initial 30 minute virtual consultations, but only on condition that you thereafter proceed with a quote or proposal for services. Following the initial 30 minute virtual consultation, 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 R750.00 for the initial consultation, upon presentation of an invoice.
7.4. Lay Law may in its sole discretion charge you R750.00 for the initial consultation, if you cancel the consultation with less than 24 (twenty-four) hours’ notice.
8. NEGOTIATIONS WITH A THIRD PARTY
8.1. In the event that Lay Law creates contract templates 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 hourly rate of R1500.00 an hour 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.
9. LEGAL OPINIONS / REVIEWS / LETTERS
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 hourly rate of R1500.00 an hour per document.
10. PRESENTATION OF WRITTEN INSTRUCTIONS
10.1. Any documentation provided by Lay Law to you as part of your instruction will ordinarily be presented according to the following procedure:
10.1.1. Lay Law will send you the first draft, as proposed in the quote or proposal. You are required to provide any outstanding information and can give feedback on the content (“the first draft”), free of charge.
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”).
10.2. If you require additional amendments after the final presentation, Lay Law has the discretion to charge its hourly rate for those amendments, as per clause 7.2 above. We will notify you before incurring further costs.
10.3. 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:
10.3.1. Lay Law may, in its discretion, consider the instruction to be complete; and
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.
10.4. 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.
11. PAYMENT
11.1. 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 R750.00 must be paid to Lay Law on presentation of an invoice, unless otherwise agreed.
11.2. Once a quote or proposal 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.
11.3 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.
11.4. 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.
11.5. Late payments will attract interest at the prime lending rate, compounded monthly in arrears. Further, failure to pay your invoices will result in Lay Law retaining the intellectual property in all works produced and not paid in full by you.
12. INTELLECTUAL PROPERTY
12.1. 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.
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.
12.3. 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.
12.4. Lay Law’s website and all contents of the website are the property of Lay Law, unless specified otherwise, and are protected by South African and international copyright laws, if applicable. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Website and/or the Services, is our Intellectual property, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.
12.5. 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.
13. LIABILITY AND INDEMNIFICATION
13.1. Apart from instances of dishonesty or gross negligence, Lay Law will not be liable to you for:
13.1.1. any loss or damage caused by any delay in the completion of Lay Law’s services;
13.1.2. any loss of profits suffered by you or a third party in connection with Lay Law’s services;
13.1.3. any indirect or consequential loss of whatever nature;
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
13.1.5. any third party claim.
13.2. 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. Lay Law and/or its consultants/employees shall never be liable to you and/or your customers, employees, suppliers and contractors in respect of consequential, indirect or special losses and/or damages (including loss of profits).
13.3. To the extent that a Lay Law’s liability cannot be excluded by law, its maximum liability, whether in contract, equity, 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.
13.4. You understand and agree that any legal service produced for you is based on currently applicable South African laws only, and as such, should these laws change, Lay Law can no longer warrant that the work produced for you is still compliant and/or correct.
14. TERMINATION OF INSTRUCTION
14.1. 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.
14.2. 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 this Agreement. Payment is due within 7 (seven) calendar days following the date of our invoice.
14.3. 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.
15. DISPUTE RESOLUTION
15.1. 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.
15.2. If either Party provides written notification to the other that such attempt has failed then each Party shall attempt to agree upon the appointment of a suitably qualified mediator, within 10 (ten) days of such written notification.
15.3. If agreement is not reached as to the appointment of such mediator within 10 (ten) days after either Party has in writing called for the appointment of a mediator, or where an appointment has been agreed upon and such mediator is not able to mediate a resolution of such dispute within 30 (thirty) days after such appointment then any Party may give written notice to the other Party referring the dispute to arbitration in accordance with the rules of Arbitration Foundation of South Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA.
15.4. Either Party may demand that a dispute be referred to arbitration by giving written notice to that effect to the other Party. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
15.5. The arbitration shall be held –
15.5.1. at/in Cape Town, virtually or other venue agreed by the parties in writing;
15.5.2. in English; and
15.5.3. immediately and with a view to its being completed within 21 (twenty one) days after it is demanded.
15.6. The Parties irrevocably agree that the decision in arbitration proceedings:
15.6.1. shall be final and binding upon them;
15.6.2. shall be carried into effect;
15.6.3. may be made an order of any court of competent jurisdiction.
15.7. Nothing in this clause will preclude any Party from access to an appropriate court of law:
15.7.1 for interim relief in respect of urgent matters;
15.7.2 to seek such injunctive or urgent relief; or
15.7.3. for judgment in relation to a liquidated claim.
15.8. The Parties agree to pay the legal costs associated with any recovery of fees, costs or other liabilities on an attorney and own client basis. The Parties agree to the jurisdiction of the magistrate’s court for the resolution of any dispute notwithstanding the amounts claimed.
16. CONFLICT / AMBIGUITY / OMISSIONS
16.1. If there is any conflict or ambiguity between any of the agreement and any particulars contained in any proposal or quote sent to you, the particulars in the proposal or quote shall prevail.
16.2. If any particulars are omitted from a proposal or quote, or no quote or proposal is utilised at all, the agreement shall apply.
17. GOVERNING LAW AND JURISDICTION
17.1. This 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.
17.2. 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.
18. NOTICES
18.1. 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.
18.2. 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.
19. GENERAL
19.1. This 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 this agreement, in whole or in part, to a differententity, 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.
19.2. 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.
19.3. No waiver on the part of either you or Lay Law to this agreement of any rights arising from a breach of any provision of this agreement will constitute a waiver of rights in respect of any subsequent breach of the same or any other provision.
19.4. No indulgence, leniency or extension of a right, which either of the Parties may have in terms of this 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 this Agreement, or be construed as a waiver by the grantor of that right.
19.5. 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.
19.6. 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.
Last updated: April 2025
