Legal
Last updated: 21 August 2026
These Terms and Conditions govern the supply of consulting services by Elama Consulting Ltd ("Elama", "we", "us" or "our") to its clients. Part A applies to all services. Part B applies additionally to the Litigation Intelligence service and to any other engagement involving AI-assisted analysis. Part C sets out the allocation of risk between the parties and applies to all engagements.
Parts B and C contain provisions that define the limits of what Elama supplies and that limit Elama's liability to the Client. In particular, clause 13 sets out what a Deliverable is and is not, clause 15 requires the Client to independently verify every Deliverable before relying on it, and clause 20 caps and limits Elama's liability. These provisions are fundamental to the basis on which Elama's fees are set. They are highlighted here so that the Client's attention is drawn to them before any engagement begins.
Part A: General terms
In these Terms:
Elama Consulting Ltd is a company registered in England and Wales under company number 11117144, with its registered office at 7 Blenheim Road, Deal, England, CT14 7AJ.
Elama is a consulting business. Elama is not a law firm, is not authorised or regulated by the Solicitors Regulation Authority or the Bar Standards Board, and does not provide legal advice or conduct litigation. Nothing in any Deliverable or communication from Elama constitutes legal advice, and no solicitor and client relationship or other retainer of a legal representative arises between Elama and the Client or between Elama and any client of the Client.
3.1 A proposal or quotation issued by Elama is an invitation to treat and is valid for 30 days unless it states otherwise. A contract is formed when the Client accepts an Engagement Letter in writing, or when Elama begins work at the Client's written request, whichever is earlier.
3.2 These Terms apply to the exclusion of any terms the Client seeks to impose or incorporate, including any terms in a purchase order, supplier questionnaire or standard supplier agreement, unless expressly agreed by Elama in writing.
3.3 Where there is a conflict, the following order of precedence applies: first, any separately signed agreement between the parties expressly stated to override these Terms; second, the Engagement Letter; third, these Terms.
3.4 Elama may update these Terms from time to time. The version in force at the date the relevant Engagement Letter is accepted governs that Engagement.
4.1 Elama will supply the Services with reasonable care and skill, in accordance with the Engagement Letter.
4.2 Timescales given by Elama are estimates made in good faith on the basis of the information available at the time. Time is not of the essence unless expressly agreed in writing. Where the Client is late in supplying Client Material, instructions or approvals, timescales adjust accordingly.
4.3 Elama may use subcontractors, tools and third-party services in delivering the Services. Elama remains responsible to the Client for the Services, subject to Part C. The AI sub-processing arrangements applicable to the Litigation Intelligence service are described at clause 14.
4.4 Any change to the agreed scope must be agreed in writing and may affect the Fees and timescales. Elama is not obliged to perform work outside the agreed scope.
5.1 Fees are as set out in the Engagement Letter, and are quoted on a fixed-fee, day-rate or retainer basis as specified there.
5.2 Fixed fees are calculated on the scope and the volume of Client Material described in the Engagement Letter. Where the actual scope or volume materially exceeds that description, Elama will notify the Client and the parties will agree a revised fee before further work is undertaken.
5.3 A day means a working day of up to eight hours. Part days are charged pro rata in half-day units.
5.4 All Fees are exclusive of VAT, which is charged at the prevailing rate where applicable.
5.5 Reasonable expenses, including travel, accommodation, third-party data costs and court or registry fees, are charged at cost. Individual expenses over £250 require the Client's prior written approval.
5.6 Where an Engagement involves a jurisdiction in which Elama has not previously worked, a one-off jurisdiction onboarding charge may apply, as set out in the Engagement Letter.
6.1 Unless the Engagement Letter states otherwise, 50% of a fixed fee is payable on acceptance and the balance on delivery. Day-rate and retainer work is invoiced monthly in arrears.
6.2 Invoices are payable within 14 days of the invoice date, in the currency stated on the invoice, without set-off or deduction.
6.3 Elama may suspend the Services, withhold Deliverables or terminate an Engagement if an invoice remains unpaid more than 14 days after its due date and the Client has been given written notice of the default.
6.4 Late payment of a commercial debt carries interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
6.5 Fees are earned for the work performed. They are not contingent on the outcome of any matter, and Elama does not act on any conditional fee, damages-based or contingency basis.
7.1 The Client shall:
7.2 Elama is entitled to rely on Client Material and on the Client's instructions as being accurate and authorised, and is under no duty to audit, authenticate or independently verify Client Material unless the Engagement Letter expressly provides for it.
7.3 The Client is responsible for delays, additional cost and defects in a Deliverable to the extent caused by incomplete, inaccurate, corrupted or late Client Material, or by the Client's failure to give timely instructions.
8.1 Each party shall keep confidential all information of the other that is marked confidential or that a reasonable person would regard as confidential, and shall use it only for the purposes of the Engagement.
8.2 Elama treats all Client Material as confidential and, where the Engagement concerns a legal matter, as potentially privileged. Elama will execute a non-disclosure agreement before Client Material is shared, and will sign the Client's own form of non-disclosure agreement where the Client prefers.
8.3 Client Material is held in encrypted storage under Elama's control, encrypted at rest and in transit. Access on the Elama side is limited to those personnel who need it to deliver the Engagement.
8.4 Client Material is deleted at the end of the Engagement unless the Client requests in writing that it be retained, in which case a retention period is agreed. Elama may retain one copy of Deliverables and engagement records to the extent required for its own legal, insurance and regulatory purposes, subject to the confidentiality obligations in this clause.
8.5 These obligations do not apply to information that is or becomes public through no breach by the receiving party, was lawfully known to the receiving party before disclosure, or is required to be disclosed by law or by a competent authority, in which case the receiving party shall, where lawful, notify the other party first.
8.6 Elama will not name the Client or describe an Engagement in any marketing or promotional material without the Client's prior written consent.
9.1 In these Terms, "UK GDPR", "controller", "processor", "personal data", "processing" and "data subject" have the meanings given in the Data Protection Act 2018 and the UK General Data Protection Regulation.
9.2 Where Client Material contains personal data, the parties expect that the Client acts as controller and Elama as processor, processing personal data only on the Client's documented instructions. Where the Engagement involves such processing, the parties shall enter into a data processing agreement meeting the requirements of Article 28 UK GDPR, which forms part of the contract.
9.3 The Client acknowledges that Client Material in litigation matters commonly contains special category personal data and personal data relating to criminal convictions and offences. The Client is responsible for identifying a lawful basis and, where required, a Schedule 1 Data Protection Act 2018 condition for the processing, and for completing any data protection impact assessment.
9.4 Elama shall implement appropriate technical and organisational measures, assist the Client with data subject requests and personal data breaches so far as reasonably practicable, notify the Client without undue delay on becoming aware of a personal data breach affecting Client Material, and delete or return personal data at the end of the Engagement in accordance with clause 8.4.
9.5 Elama will not engage a new sub-processor for Client Material without notifying the Client and giving the Client a reasonable opportunity to object. The AI sub-processor used in the Litigation Intelligence service is identified at clause 14.3.
9.6 Elama's processing of personal data in its capacity as controller, for example contact details of Client personnel, is described in Elama's Privacy Policy.
10.1 Client Material, and all intellectual property in it, remains the property of the Client or its licensors.
10.2 On payment in full of the Fees for an Engagement, Elama assigns to the Client all intellectual property rights in the Deliverables produced under that Engagement, and the Client may use, amend, adapt, reproduce and share them without restriction, including by filing them at court, serving them and providing them to counsel and to its own client.
10.3 Elama retains all rights in its methodologies, database schemas, prompt structures, templates, tooling, software and general know-how, including any improvements developed during an Engagement. Nothing in clause 10.2 transfers these, and the Client is granted a non-exclusive licence to use them only to the extent embedded in a Deliverable and necessary to use that Deliverable.
10.4 Until the Fees are paid in full, any licence to use a Deliverable is conditional and revocable.
11.1 Either party may terminate an Engagement on 14 days' written notice, or immediately if the other party commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
11.2 Elama may terminate or decline to continue an Engagement immediately if continuing would in Elama's reasonable opinion place it in breach of law, create an unmanageable conflict of interest under clause 18, or require it to act in a way it considers improper. Elama will give the Client as much notice as is practicable.
11.3 On termination, the Client shall pay for all work performed and expenses committed up to the date of termination. Elama shall deliver work in progress in the state it has reached, subject to payment.
11.4 Clauses 8, 9, 10, 13, 15, 16, 20, 21, 23, 24 and 25 survive termination.
Part B: Litigation Intelligence and AI-assisted analysis
This Part applies in addition to Part A wherever Elama supplies the Litigation Intelligence service, or any other Service involving AI-assisted analysis. Where this Part conflicts with Part A, this Part prevails.
12.1 The Litigation Intelligence service organises and analyses a documentary record. It produces structured work product, including chronologies, evidence schedules, document indices, relationship mapping, draft witness statements and argument matrices, for the Client to review, test and use in its own professional judgement.
12.2 The service is a preparatory and analytical aid supplied to a professional client. It is designed to be checked. Every factual assertion in a Deliverable is cited to a source document in the record precisely so that the Client can verify it against that source.
12.3 The Client is and remains solely responsible for the conduct of the matter, for all decisions of strategy, pleading, evidence, disclosure and advice, and for everything that is filed, served, submitted or relied upon.
13.1 A Deliverable is an unverified analytical work product. It is supplied as a draft aid to the Client's own work. It is not, and is not supplied as:
13.2 The Client acknowledges that the Fees are set on the basis of the scope described in this clause, and that Elama would not supply the Services at these Fees on any wider basis.
14.1 The Client acknowledges and agrees that the Services are performed with the assistance of artificial intelligence systems, including large language models, and that Deliverables are produced in whole or in part by such systems under human supervision. This is a defining feature of the Services and is reflected in the Fees and in the speed of delivery.
14.2 The Client acknowledges the known and inherent limitations of such systems, namely that they:
14.3 Indexing and querying of the record are performed on hardware under Elama's control. Reasoning over the structured record uses a commercial AI model, currently Anthropic Claude, under business terms that exclude Client Material from use in model training. No other third party receives any part of the record. Elama will notify the Client before changing the AI sub-processor for an active Engagement.
14.4 Elama applies its methodology, source citation and human review to reduce the incidence of the limitations described at clause 14.2. Elama does not warrant, and cannot warrant, that they have been eliminated. The purpose of the Services is to bring structure, traceability and discipline to the Client's use of AI on a documentary record. The purpose is not to transfer to Elama the risk that AI output contains errors, which is a risk inherent in the technology and which the verification process at clause 15 exists to manage.
15.1 The Client shall independently verify every Deliverable, and every part of a Deliverable on which it intends to rely, against the underlying source documents and against primary legal sources, before relying on it, acting on it, filing it, serving it, disclosing it, submitting it to any court or tribunal, or providing it to any third party including its own client or counsel.
15.2 In particular, the Client shall check every citation, reference, quotation, date, name, figure and attribution in a Deliverable against its source, and shall satisfy itself that any authority referred to exists, is correctly stated, is good law and is correctly applied.
15.3 The Client shall exercise its own independent professional judgement on the whole of a Deliverable, and shall adopt, amend or discard it accordingly. A Deliverable that is adopted becomes the Client's own work product on adoption, and the Client is responsible for it as such.
15.4 The Client accepts that verification is an essential part of the process by which the Services deliver value, that the Fees are set on the basis that the Client will carry it out, and that Elama relies on this in agreeing to supply the Services.
15.5 Any use of a Deliverable without the verification required by this clause is at the Client's sole risk, and is a breach of these Terms.
16.1 Where the Client is a solicitor, barrister, law firm or other regulated legal services provider, the Client's professional, regulatory and ethical obligations remain entirely its own. These are not delegated to Elama, are not capable of being discharged by Elama, and are not affected by any Deliverable.
16.2 Without limiting clause 16.1, the Client remains solely responsible for its duties to the court, its duties under the applicable regulator's codes of conduct, its duties of disclosure and its obligations regarding the accuracy of anything placed before a court or tribunal, including any obligation to disclose or explain the use of artificial intelligence in the preparation of material.
16.3 The Client is responsible for complying with any guidance, practice direction, court order or professional rule governing the use of artificial intelligence in litigation in the relevant jurisdiction, and for determining whether and how the use of the Services must be disclosed.
16.4 Elama owes no duty to any court or tribunal, to the Client's client, or to any other person in connection with an Engagement.
17.1 Elama treats Client Material and Deliverables as confidential and potentially privileged, and will not disclose them except as required by law or as the Client directs.
17.2 The Client is responsible for determining whether the involvement of a third-party consultant, and the creation of Deliverables, affects legal professional privilege or any equivalent protection in the relevant jurisdiction, and for structuring the Engagement accordingly. Elama gives no advice or assurance on privilege, and the Client shall not rely on Elama in relation to it.
17.3 The Client is responsible for complying with any restriction on the use of documents obtained through disclosure or discovery, and warrants that supplying such documents to Elama does not breach any such restriction, undertaking or court order. Where permission of the court is required, the Client is responsible for obtaining it.
17.4 If Elama receives a request, order or summons requiring production of Client Material or a Deliverable, it will, where lawful and practicable, notify the Client promptly so that the Client may take steps to protect its position.
18.1 Elama checks prospective instructions against its prior and current engagements before accepting them.
18.2 Elama may act for other clients, including clients whose interests are or become adverse to those of the Client, provided that it maintains confidentiality and does not use one client's confidential information for the benefit of another.
18.3 Elama will notify the Client promptly if it becomes aware of a conflict affecting an Engagement, and clause 11.2 applies.
19.1 Elama's methodology is built on the civil procedure and disclosure practice of England and Wales. Engagements concerning other common law jurisdictions are accepted on the basis of a procedural onboarding phase, so that Deliverables are structured to meet local requirements.
19.2 Elama does not hold, and does not represent that it holds, any qualification, authorisation or regulatory standing in any jurisdiction. The Client is responsible for satisfying itself that the Services and the use of the Deliverables are permissible under the law and professional rules of the relevant jurisdiction.
19.3 Elama does not accept Engagements concerning records or governing legislation in a language other than English.
Part C: Liability and risk
20.1 Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be limited or excluded.
20.2 Subject to clause 20.1, Elama shall have no liability to the Client, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, for:
20.3 Subject to clauses 20.1 and 20.2, Elama's total aggregate liability arising out of or in connection with an Engagement shall not exceed the greater of (a) the total Fees paid by the Client under that Engagement and (b) £25,000.
20.4 The Client shall bring any claim within 12 months of the date on which it became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
20.5 The Client shall indemnify Elama against any claim brought against Elama by the Client's own client or by any other third party arising from that person's use of or reliance on a Deliverable, except to the extent the claim arises from a matter for which liability cannot be excluded under clause 20.1.
20.6 The parties agree that the allocation of risk in this clause is reasonable, having regard to the level of the Fees, the preparatory and unverified nature of the Deliverables as defined at clause 13, the Client's verification obligation at clause 15, the Client's own professional expertise and insurance, and the fact that the Client alone controls the conduct of the matter and the use made of the Deliverables.
20.7 Each limitation in this clause operates separately. If any is held unenforceable, the others continue to apply.
21.1 Where an Engagement Letter records that Elama holds professional indemnity insurance for the Engagement, details of the cover are available to the Client on request.
21.2 The Client shall maintain its own professional indemnity insurance appropriate to its regulated activity, and acknowledges that its own insurance, and not Elama's, is the appropriate response to loss arising from the conduct of a matter.
Part D: General provisions
Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including failure of utilities, telecommunications or internet, cyber attack, act of government, epidemic, fire, flood or serious illness affecting key personnel. The affected party shall notify the other promptly. If the event continues for more than 30 days, either party may terminate the Engagement on written notice and clause 11.3 applies.
During an Engagement and for six months after it ends, neither party shall solicit for employment or engagement any individual who has been materially involved in the Engagement on the other side, except through a general advertisement not targeted at that individual.
24.1 Entire agreement. The Engagement Letter and these Terms constitute the entire agreement between the parties in relation to an Engagement and supersede all prior discussions, proposals and representations. Each party acknowledges that it has not relied on any statement not set out in them. This clause does not limit liability for fraudulent misrepresentation.
24.2 Independent contractor. Elama is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
24.3 Assignment. Neither party may assign or transfer its rights under an Engagement without the other's written consent, not to be unreasonably withheld.
24.4 Third party rights. A person who is not a party to an Engagement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, save that Elama's directors, employees, contractors and agents may enforce clauses 20 and 21 as if they were parties.
24.5 Variation and waiver. No variation is effective unless in writing and signed by both parties. A failure or delay in enforcing a term is not a waiver of it.
24.6 Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remainder continues in force.
24.7 Notices. Notices must be in writing and sent by email to the address in the Engagement Letter, or in Elama's case to the address at clause 26, and are deemed received on the next working day. Notices of termination or of a claim must also be sent by post to the recipient's registered office.
These Terms and any Engagement, including any non-contractual dispute or claim arising out of or in connection with them, are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales. This applies regardless of the jurisdiction in which the Client is based or in which the underlying matter proceeds.
Questions about these Terms should be directed to:
Elama Consulting Ltd
samuel@elamaconsulting.com
www.elamaconsulting.com