UK: Law Firm PMS, CMS And DMS Implementation Projects: Delivering And Contracting For Success

Last Updated: 2 April 2019
Article by Richard Kemp

On 11 March, DWF Group under the leadership of CEO Andrew Leaitherland and Chairman Sir Nigel Knowles became the first law firm to IPO on the London Stock Exchange's main market at market cap of £366 million. The 300 page prospectus1 makes useful reading about the intersection of technology with the market for legal services in the UK.

The information in the prospectus on the size and shape of the market is about as accurate as you can get at the moment: it says that the global legal services is growing at 4% per year, and was worth £653bn in 2017, with the USA (£218bn or 33% of the whole) and the UK (£33.3bn or 5%) holding the top two spots, and France and Germany next up at £20bn or 3%). From The Lawyer UK 200 20182, we know that the top 200 UK law firms generated total revenues of £25.68bn in 2017, so when DWF, as the no. 23 firm with revenues of £235 million, say they'll be investing up to £10 million from the IPO in new IT systems, you realise how powerful these technology drivers in law are becoming. As the DWF prospectus notes (at page 8):

"The legal services sector is becoming increasingly complex as traditional law firms, alternative legal service providers and technology firms increasingly compete and collaborate. Technology is increasingly viewed as a strategic enabler to proactively offer client-centric solutions. This ongoing evolution is a response to client-led demand and the increasing disaggregation of service delivery."

With all today's excitement around LawTech, it's easy to overlook the pivotal role across the top 200 UK law firms played by core IT practice (PMS), case (CMS) and document (DMS) management systems, and it is into these systems that much of the law firm investment in technology is going right now. In many ways the beating IT heart of the practice, these systems are undergoing rapid change as familiar products reach end of life, firms migrate their IT to the cloud and user requirements become more demanding

So when you're procuring or implementing a system like this what are the key things to look out for?

Providers generally divide the contract into three pieces – the software piece (covering the platform), the services piece (covering the implementation) and the more statement of work (covering the nitty gritty detail). Providers' standard form agreements tend to be long on customer duties and provider rights, and short on customer rights and provider duties. The provider will have any number of contracts in the field, so will see each as probability theory and a risk reduction tool. The customer however sees the world through the other end of the telescope: it will only have one of these systems, on which it will be dependent, and so will be looking for granular, specific, measurable commitments about what the provider will do during implementation and how the system will work after go-live.

The contracts and SOW are where these two different views of the world are mediated, risk assessed and balanced. In the tables below, we've tried to capture our '3 x top 10 points' for the software agreement, the services agreement and the SOW as key, project-specific areas where the customer can seek more meaningful contractual commitments than the provider may initially offer. (We should add that we haven't focused here on technical 'legals' like confidentiality, intellectual property, warranty, indemnity, liability and termination, although it goes without saying that these will need to be appropriately addressed).

1. The Software Agreement

No Issue What the Customer Needs:
Where the software is provided on premises, 'as a licence'
A.1 definition of 'seat'
  • licence fees generally determined by seat; who counts as a seat? does it include admin staff in the legal team? who outside the legal team counts?
A.2 payment start date
  • providers generally want licence and maintenance fees payable from when the software is delivered.
  • can you arrange a retention against milestones and acceptance?
A.3 licence scope
  • is any use of the software covered by the licence fee? Or is (for example) 'indirect use' (e.g. 'talking to' other systems) charged in addition?
A.4 support and maintenance:
  • availability
  • pricing and
  • specification
  • service levels
typically in the range of 18-22% per year, the customer should seek commitments:
  • that maintenance will be provided during the project lifecycle (e.g. 10 yrs);
  • that maintenance charges will be held for a number of years, and then subject to maximum annual increases; and
  • that the software will conform to spec;
  • around KPIs and service levels, with a defined service credit regime escalating to termination for multiple outages.
A.5 escrow, DR/BC consider from the security perspective
  • escrow arrangements;
  • business continuity arrangements;
  • disaster recovery arrangements;
Where the software is provided in cloud, 'as a service' ('SaaS')
A.6 price and payment
  • pricing will generally be per seat (see A.1 above) based on annual subscription charges (licence & maintenance rolled up), so watch out for deal duration, charges increases, etc;
A.7 service levels
  • define service credit/escalation regime on (i) availability, (ii) response times and (iii) other KPIs;
  • GDPR is more complex in SaaS deals – if the provider is a processor only, check that the GDPR-mandated controller/processor terms are adequate; check whether the provider is also a controller to any extent.
A.9 return of data
  • to be able to access/get return of data at will;
A.10 cloud migration in lifecycle
  • the customer should be paying no more for software over lifecycle (e.g. 10 years) than if the software had stayed on prem;
  • this is less easy than it looks, bearing in mind:

    (i) you're comparing [perpetual licence fees + upgrade fees + annual maintenance] with [annual subscription fee + maintenance rolled up]; and (ii) there will be a paid-for services element for the cloud migration.

2. The Services Agreement

No Issue What the Customer Needs:
B.11 warrant RFP responses
  • the provider's RFP responses are warranted as true, complete and accurate;
B.12 governance the agreement has workable processes and procedures around:
  • acceptance;
  • change control;
  • dispute resolution; and
  • governance;


  • set out consequences of failure to pass acceptance tests, e.g. right to terminate (and get money back) if no acceptance by longstop date;
B.14 customer responsibilities
  • set out in reasonable detail a statement of the customer's duties;
  • provider can only rely on customer breach if customer is notified in writing;
  • provider will 'fix first, fight later' and try to avoid/remedy the breach;
B.15 modifications
  • will software be installed 'out of box'?
  • if software is to be customized/modified: who is authorized to make these? will they be part of standard maintenance? will they be supported in the next version/release? who owns the rights to them?
B.16 compliance with laws
  • provider in performing its duties, and provider's services and software, will each comply with all applicable laws;
B.17 conversion
  • specific commitments around data conversion from prior system;
B.18 completeness
  • there is no other software (proprietary or open source), hardware or services that the customer needs except as expressly set out;
B.19 compatibility
  • the solution is, and will remain, compatible/integrated with named other key systems of the customer;
B.20 new versions clarity around:
  • release dates for new versions of the software;
  • are new versions (as opposed to enhancements, releases) chargeable?
  • will customer modifications interoperate with the new version?

3. The Statement of Work

No Issue What the Customer Needs:
C.21 project management
  • the provider is at its weakest in a competitive tender at the moment of signature, and will use its project management office (PMO) to claw back after signature what it lost before;
  • customer also needs to run an effective PMO to manage this risk;
C.22 security assessment
  • customer should carry out its normal security assessment on the provider to verify that the provider's solution aligns with the customer's data protection and information security policies, etc;
C.23 continuity
  • contractual commitment around continuity of provider's key personnel;
C.24 resource levels
  • provider will meet resource levels stated in the SOW;
C.25 resource swap out, etc
  • swap out/replacement at no cost to customer;
C.26 price/payment
  • resource
  • ceiling pricing
  • milestones
  • pricing of unit resources to remain unchanged during implementation;
  • price will not exceed ceiling if scope unchanged;
  • tie payment for services into project milestones/final acceptance;
C.27 timesheets
  • invoicing (whether monthly or by milestone) to be supported by timesheets with agreed information;
C.28 implementation process
  • provider to follow agreed, verifiable implementation methodology/ process
C.29 project plan
  • initial, then detailed, project plans (and timeline) will be completed/signed off as stated in SOW
  • time generally not of the essence, but dates binding;
C.30 project documentation
  • customer may freely use and disclose to other contractors/providers all project documentation;
  • all project documentation will be generally understandable to a person reasonably skilled in the art

LawTech is developing quickly, procurement and implementations are on firms' radars, and systems on offer are becoming more complex. The DWF IPO confirms that law firms are looking to build up war chests for technology acquisition in what they regard as a key area of strategic and competitive advantage. Attentiveness to the detail of the software and services agreements and the statement of work, and reducing gaps between the provider's standard documentation and where the law firm customer can hope to get to can play a large role in successful implementation.


[1] DWF Group Prospectus, 11 March 2019 –

[2] 'The Lawyer's top 200 UK law firms revealed', 15 October 2019 –

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions