Memorandum
- To
- You, the Client
- From
- Quite Brilliant Limited — IT & legal consulting
- Re
- Technology, the law, and the gap between them
- Date
- Today
Your system is a contract. Your contract is a system. We read both.
Most expensive problems in a modern business sit between two departments — the software nobody fully understands and the agreement nobody fully read. Quite Brilliant brings technology consultants and legal specialists to the same table, so you get one answer instead of two opinions that contradict each other.
Definitions
In this memorandum, unless the context requires otherwise:
- 1.1“Client”
- means you — a founder, management team, investor or in-house counsel with a question that refuses to stay inside one department.
- 1.2“IT”
- means the systems you run and buy: architecture, infrastructure, security, software vendors and the projects that connect them.
- 1.3“Legal”
- means the agreements and rules around those systems: contracts, licences, intellectual property, compliance and corporate structure. Advisory in nature — see clause 6.2.
- 1.4“The Gap”
-
means the place where a technical decision quietly becomes a legal obligation, or a clause becomes a technical requirement. It is where most costly surprises originate, and where we do our best work.
Fig. 1 — The Gap, not to scale. - 1.5“Quite Brilliant”
- means work that is understated in tone and unambiguous in substance; and also Quite Brilliant Limited, the company writing this memorandum.
Situations
Clients rarely arrive with a “service”. They arrive with a situation. Choose the one closest to yours.
A. We’re raising money or being acquired
Technical side
Architecture and code review, security posture, scalability limits, key-person risk and the real cost of technical debt.
Legal side
IP ownership chain, open-source licences, material contracts, data protection compliance and change-of-control clauses.
You leave with
A due diligence report an investor can read in an hour, and a fix-list ranked by deal risk.
B. We’re about to sign with a major vendor
Technical side
Requirements and fit, realistic service levels, integration effort, alternatives and the true cost of leaving later.
Legal side
Liability caps, service credits, data processing terms, audit rights, termination and exit assistance.
You leave with
A negotiated agreement whose technical schedule matches what you actually need.
C. We’re launching in a new market
Technical side
Hosting location, cross-border data flows, payment and identity integrations, security controls expected locally.
Legal side
Applicable regulation, consumer terms, privacy notices, entity structure — and local counsel where the law requires one.
You leave with
A launch checklist that separates what is mandatory from what is merely nice to have.
D. Something has gone wrong
Technical side
Containment, evidence preservation, root-cause analysis and a clear view of what the supplier was responsible for.
Legal side
Notification duties and deadlines, customer communications, contractual claims and liaison with insurers.
You leave with
One coordinated response, instead of three teams giving three different instructions.
E. A technology project has stalled
Technical side
Delivery audit, scope and architecture review, and honest options: fix, re-scope or stop.
Legal side
Your contract position: milestones, change control, acceptance, and remedies against the supplier.
You leave with
A decision paper and a way out — renegotiated, re-planned or ended cleanly.
F. We handle a lot of personal data
Technical side
Data mapping, access control, logging, retention and deletion — as they really work, not as the policy says.
Legal side
Records of processing, lawful bases, processor agreements, transfer mechanisms and data subject request procedures.
You leave with
A data protection programme in which the documents describe what the systems actually do.
None of these? Most matters are some combination of them. Describe yours in clause 07.
Scope of services
The Client may engage Quite Brilliant for any one or more of the following:
3.1IT consulting
- (a)
Technology strategy & architecture review — an independent view of what you run, what it costs and where it breaks as you grow.
- (b)
Information security assessment — access, backups, suppliers and policies, ranked by real risk rather than by checklist.
- (c)
Vendor selection & procurement — requirements, shortlists and scoring before you sign for five years.
- (d)
Cloud & infrastructure advisory — migration planning, cost control and resilience.
- (e)
Project recovery — finding out why a delivery stalled and what to do about it.
3.2Legal consulting
- (a)
Commercial contracts — drafting, review and negotiation support for supply, services and partnership agreements.
- (b)
Software licensing & IP — licence audits, open-source compliance and ownership of what your team builds.
- (c)
Corporate structuring — company set-up, shareholder arrangements and international group structures.
- (d)
Regulatory compliance — mapping the rules that apply to your product and building proportionate processes.
- (e)
Online terms & policies — terms of service and privacy notices written for your product, not borrowed from someone else’s.
3.3Matters within The Gap
- (a)
Technology due diligence
- (b)
Data protection programmes
- (c)
SaaS, SLA & outsourcing agreements
- (d)
Incident response support
Each handled by a technical and a legal lead working from one file.
Method
Every engagement proceeds in four stages. Each one ends with something you can hold.
-
4.1
Brief
A call to understand the situation, the deadline and what a good outcome looks like for you.
DeliverableWritten scope and fixed quote
-
4.2
Diagnose
Systems, documents and people reviewed side by side, so nothing falls into The Gap.
DeliverableFindings summary
-
4.3
Advise
Recommendations ranked by risk and effort, with the drafts, specs or policies to act on them.
DeliverablePrioritised plan and documents
-
4.4
Support
Help with implementation, supplier negotiations or a board briefing — as much or as little as needed.
DeliverableA named consultant on call
Terms
The commercial part, kept short.
5.1Forms of engagement
| Form | Suited to | Typical duration | Fee basis |
|---|---|---|---|
| Advice session | A single contract, system decision or compliance question | 1–2 weeks | Fixed fee |
| Project | Due diligence, security assessment, contract suite, data protection programme | Agreed milestones | Fixed fee or capped budget |
| Retainer | Regular input without a full-time hire | Monthly, rolling | Monthly allowance |
- 5.2
Fees. Work is quoted before it begins. If the scope changes, we say so before the invoice does.
- 5.3
Confidentiality. We sign your NDA before any detailed discussion, keep material on encrypted systems and never name clients without permission.
- 5.4
Plain English. Legal risk is explained to engineers, technical constraints to lawyers. Everyone reads the same document.
- 5.5
Proportionality. A ten-person company does not need a bank’s compliance framework. The answer is sized to the business.
Interpretation
Questions we are asked most often.
6.1Do we need IT and legal help at the same time?
Not always — plenty of clients come to us for one side only. But a question about software, data or suppliers usually has a contract behind it, and a contract about technology needs someone to check it can actually be delivered.
6.2Are you a law firm?
No. We provide legal consulting — contracts, compliance, licensing and structuring advice. For court representation, reserved legal activities or formal legal opinions we bring in licensed counsel in the relevant jurisdiction and coordinate with them for you.
6.3Which countries do you work in?
We work remotely with clients internationally. Tell us where you and your counterparties are based, and we will confirm at the brief stage whether we cover it directly or with a local partner.
6.4How quickly can you start?
We reply to new enquiries within one business day. Advice sessions usually start within a week; projects are scheduled once the scope is agreed.
6.5Will you sign our NDA?
Yes. Send it with your first message, or ask for ours. We sign before any confidential discussion.
Execution & notices
A few lines are enough to start. We reply within one business day.
7.1Notices
Any notice, question or brief may be sent to Quite Brilliant Limited at:
- [email protected]
- Telephone
- +44 20 4577 4113
- Registered office
- Unit 207, Heritage Plaza II
Main Street, Charlestown
Nevis