Scots Law Contract Review — Website/Platform Agreement Exit & IP Fee Analysis

Overview We are a UK limited company seeking a written legal opinion on a website design, development and hosting agreement we entered into with a digital agency. We want a clear, critical assessment of whether — and how — we can exit the agreement, and in particular whether a specific ongoing “IP fee” with a stated 36-month minimum term is enforceable against us if we stop using the supplier’s platform. This contract is governed by Scots law (there is an express governing-law and jurisdiction clause selecting Scotland). You must be qualified in, or genuinely experienced with, Scots contract law. Please do not apply if your expertise is limited to English & Welsh law only — while much overlaps, we specifically need someone comfortable advising under Scots law and Scottish court procedure. Background (kept high-level; full documents shared on engagement) • The agreement consists of two documents: (1) a signed set of standard Terms & Conditions, and (2) a separate “Action Plan” proposal containing the commercial/pricing detail. The T&Cs expressly define the “Contract” as both documents together. • The T&Cs state a Minimum Contract Term of 12 months, rolling in consecutive 12-month periods, terminable on 30 days’ notice expiring at a term boundary. • The Action Plan introduces an ongoing “IP Fee” described as “minimum term 36 months” — this figure appears only in the Action Plan, not in the T&Cs. There is no order-of-precedence clause reconciling the two documents. • The IP fee is one of several bundled monthly charges (alongside hosting, warranty, and a development retainer). • Under the T&Cs’ intellectual property clause, we are granted only a licence to use the supplier’s design and source code, and that licence terminates when the contract terminates — meaning even after paying the full 36 months we would acquire no ownership and lose access on exit. The upfront build cost was invoiced and priced separately. • The platform went live/handover at the end of August 2025; the Action Plan ties the 36 monthly payments to “post launch.” • We wish to migrate to our own separate platform and are no longer confident in the ongoing service relationship. What we need — scope of the opinion A concise written opinion (with reasoning, not just conclusions) covering: 1. Exit routes and notice mechanics. How and when we can lawfully terminate under the termination and renewal provisions, and what our obligations are on and after termination. 2. Enforceability of the 36-month IP fee, specifically: • Whether it is enforceable given it appears only in the Action Plan and conflicts with the 12-month minimum in the T&Cs (contra proferentem / construction of conflicting documents with no precedence clause). • Whether the IP fee is properly characterised as recurring licence rental vs. deferred/instalment build cost or a committed debt, and why that distinction matters to enforceability. • Whether continuing/accelerated payment of the fee for a licence we no longer use on a platform we have left is vulnerable to challenge as an unenforceable penalty under the Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67 framework as applied in Scotland. 3. Component-by-component analysis. The monthly charge bundles an IP fee, hosting, a 12-month warranty, and a development retainer. We want to understand which elements can be exited independently and on what timeline (e.g. cancelling the retainer separately). 4. Our realistic position and risk. A critical, balanced view — including the strength of the supplier’s likely counter-arguments — and the practical risk if we were to withhold payment on the disputed fee before the matter is resolved. 5. Recommended strategy. Whether our strongest position is to negotiate a discounted early-exit/buyout, and how best to sequence exit vs. platform migration to maximise leverage. If a formal solicitor’s letter would be the appropriate next step, please indicate that (note: see “engagement type” below re: reserved activities). Deliverable • A written opinion (PDF or Word), roughly 3–6 pages, in plain English with clause references. • A short (30–45 min) follow-up call to talk through it. What we will provide on engagement • The signed Terms & Conditions (14 pages). • The Action Plan / proposal document (including the investment/pricing page). • A short written summary of the timeline and our concerns. • (We will provide these under NDA/confidentiality — happy to sign yours or use a mutual one.) Required expertise (please address in your proposal) • Scots law qualification or demonstrable Scots contract-law experience — please state your position clearly. • Commercial/technology contracts experience (SaaS, web development, licensing agreements). • Familiarity with penalty clause doctrine (Makdessi) and contractual construction of conflicting documents. • Experience advising SMEs on supplier contract exits/disputes. Please DO NOT apply if: • You are not qualified in or experienced with Scots law (English-only practitioners, please pass on this one). • You are a general VA, “legal document” template service, or non-lawyer contract admin. • You use only automated/AI contract-review tools without qualified human legal analysis. • You cannot provide reasoned legal analysis with authority/case references where relevant. • You are unable to sign a confidentiality agreement. Engagement type & important note We understand that giving formal legal advice and certain activities may be reserved legal activities, and that a freelance engagement of this kind is an advisory/opinion review rather than formal representation. Please clarify in your proposal your professional status (e.g. Scots-qualified solicitor, in-house counsel, paralegal, etc.), whether you carry professional indemnity insurance, and any limits on the capacity in which you can advise. We may take a formal instructed opinion from a regulated Scottish solicitor as a follow-on step. To help us shortlist, please include in your proposal: 1. A one-line statement of your Scots-law standing. 2. A brief note on how you’d approach the enforceability question on the IP fee (we’re testing for genuine understanding, not a full answer). 3. Your fixed price for the opinion + call, and your turnaround time. 4. One example (anonymised) of a similar contract exit/enforceability matter you’ve advised on. Budget: Fixed-price preferred — please quote. Timeline: Opinion within 5–7 working days ideally.