Terms of Business

Thomas Mackie, Solicitor — engagement terms for legal services provided through the Taliara platform Version 0.2.0 — 11 June 2026

1. Who we are

These Terms of Business ("Terms") govern the solicitor-client engagement between you — the company or organisation named on your Taliara account (the "Client") — and Thomas Mackie, Solicitor (the "Practice"), a sole practitioner regulated by the Law Society of Scotland (membership 64540).

The Practice is a separate legal entity from Taliara Limited (company number 17228820, registered in England and Wales). Taliara Limited operates the software platform through which you instruct the Practice and receive its responses; it does not provide legal services and is not a law firm. Your use of the platform itself is governed separately by Taliara Limited's Terms of Service (at /terms). These Terms govern the legal services only.

By accepting these Terms at signup (or continuing to instruct the Practice after being notified of a new version), you enter a solicitor-client engagement with the Practice on the terms below.

2. The engagement and how you instruct us

• The Client is the account holder. The engagement is with the company or organisation named on the account — not with your directors, employees, or customers personally, and not with any third party.
• Instructions arrive through the platform. You may instruct the Practice through the Taliara dashboard, the API, or an AI agent you have connected to your account. A submission made by an AI agent connected under your account credentials is your instruction, exactly as if a person at your organisation had submitted it.
• Each instruction is a discrete engagement. The Practice acts on a per-response basis: each validation request, contract review, pre-action approval, or other submission is a separate, self-contained instruction, answered on its own facts. The Practice does not assume continuing responsibility for your legal affairs between responses.
• We may decline instructions. The Practice may decline any instruction — including for conflict of interest, scope (see §3), or regulatory reasons — and will tell you promptly through the platform when it does (an out_of_scope or rejected decision).

3. Scope of services

The Practice provides advice and review in the following areas, for the law of Scotland and of England and Wales only:

• commercial contracts (review, redlining, negotiation support, finalisation);
• intellectual property (non-contentious);
• data protection;
• AI and technology regulation;
• consumer protection;
• employment (non-contentious documentation and advice);
• general commercial questions submitted for validation, and pre-action approvals of agent-prepared communications, agreements, and statements;
• where expressly offered through the platform: notarial and execution services, company filings, and consultations.

Out of scope. The Practice does not, through the platform, undertake: the conduct of litigation or the exercise of rights of audience before any court or tribunal; conveyancing; executry/probate work; tax, immigration, criminal, or family law; or any matter governed by the law of a jurisdiction other than Scotland or England and Wales. Submissions in these areas are returned as out_of_scope — no advice is given on them and no reliance arises (see the Reliance Terms §4).

A submission's triage outcome, and any caveats on a response, define the boundary of the advice actually given. Where a response recommends separate specialist advice, you should obtain it.

4. How services are delivered

• Every substantive response is reviewed and decided by a solicitor. The platform uses AI features to assist (pre-analysis, research drafts, redline suggestions); AI output that has not been adopted by a solicitor is software output of the platform, is identified as such, and is not advice from the Practice.
• Each response carries Reliance Terms. Every response is pinned to a numbered version of the Practice's Reliance Terms (reliance_terms_version on the response). Those terms — which incorporate these Terms — define who may rely on the response and to what extent. Responses are for the Client alone; no duty is owed to third parties.
• Responses are delivered through the platform (dashboard, API, and webhook). You are responsible for the security of the systems and webhook endpoints you register to receive them.

5. Your responsibilities

• Accurate instructions. Responses are given on the facts as stated in the submission. You are responsible for the accuracy and completeness of what you (or your agents) submit; if the actual facts differ materially, the response should not be relied on.
• Your agents are your responsibility. You are responsible for the conduct, configuration, and submissions of any AI agent connected to your account, and for keeping your account credentials and API keys secure.
• Caveats are conditions. Where a response carries caveats, they are conditions of reliance — if a caveat is not met, do not rely on the affected part of the response.
• Your own customers are not our clients. Advice given to you is not advice to your customers, investors, or counterparties, and you must not present it as such.

6. Fees

Fees for the Practice's services are as published on, or agreed through, the platform at the time of the instruction, and are collected through the platform. Unless stated otherwise, fees are exclusive of VAT (where applicable). Disbursements and third-party costs (for example registry fees, apostille fees, or identity-check costs) are passed through at cost and itemised. The Practice does not hold client money; any payment on account is handled through the arrangements stated on the platform at the time.

7. Client identification (AML)

The Practice is subject to anti-money-laundering law and the Law Society of Scotland's AML regime. You must complete the identification and verification checks requested at onboarding (and any updates requested later). The Practice does not deliver regulated legal work product to a client whose AML/CDD checks are incomplete — submissions may be accepted and prepared, but no validated response, reviewed contract, approval, or signature service is released until clearance. The Practice may decline or terminate the engagement where checks cannot be completed, and complies with its statutory reporting obligations, which override these Terms.

8. Confidentiality and privilege

The Practice treats your submissions and its responses as confidential, and (to the extent it applies under Scots law) they are subject to legal professional privilege, which belongs to you. The Practice will not disclose them except as needed to deliver the service through the platform, with your consent, or where required by law or its regulator. Note that delivery happens through the Taliara platform: Taliara Limited processes the data as the platform operator under its own confidentiality and security obligations, and webhook deliveries go to the endpoints you register — keeping those endpoints secure is your responsibility.

9. Liability

• Cap. The Practice's total aggregate liability arising out of or in connection with any response, and reliance on it, is capped at the amount recoverable in respect of the claim under the Practice's professional indemnity insurance in force at the time of the response, which is maintained at no less than the minimum level required under the Law Society of Scotland's Master Policy.
• Exclusions. The Practice is not liable for indirect or consequential loss, loss of profit, loss of business, or loss of opportunity; for loss arising from facts that differed materially from those submitted; for reliance by any person other than the Client; or for AI output not adopted by a solicitor (Reliance Terms §5).
• What is not limited. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited — including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any liability that the Law Society of Scotland's Practice Rules do not permit to be limited.
• One claim, one defendant. Claims relating to a response lie against the Practice under these Terms; claims relating to the platform lie against Taliara Limited under its Terms of Service. Neither extinguishes the other, but you may not recover twice for the same loss.

10. Termination

Either party may end the engagement by written notice at any time; the Practice will not terminate at a point that leaves an accepted, in-flight instruction unreasonably stranded. Termination does not affect responses already delivered — each remains governed by these Terms and the Reliance Terms version pinned to it — or fees due for work already instructed.

11. Complaints and contact

If you are dissatisfied with the Practice's service or a response, raise it first with the Practice:

Thomas Mackie, Solicitor via the Taliara platform dashboard, or by email to hello@taliara.co.uk (marked for the attention of the Practice).

The Practice will acknowledge a complaint within five business days and aim to resolve it within twenty-eight days. If the complaint is not resolved to your satisfaction, you may refer it to the Scottish Legal Complaints Commission (SLCC), 10-14 Waterloo Place, Edinburgh EH1 3EG — www.scottishlegalcomplaints.org.uk. The SLCC operates time limits for accepting complaints; details are on its website. The Law Society of Scotland is the Practice's professional regulator.

12. Governing law

These Terms, the engagement, and every response are governed by Scots law, and the Scottish courts have exclusive jurisdiction, subject to any right you have to complain to the SLCC.

Version history

Acceptances are recorded against the version in force at the time; earlier acceptances remain governed by the version accepted.