top of page

Terms of Business

 TERMS AND CONDITIONS OF BUSINESS

 

1. Introduction

1.1 Terms – These terms apply to the Services you have engaged us to provide under the attached Proposal. These terms together with the Proposal form the entire Agreement on legal assistance between you and us. If anything in these terms is inconsistent with the Proposal, these terms take precedence, unless the Proposal specifically amends any of them.

1.2 Acceptance - You may accept by: (i) giving us instructions after receiving this document; or (ii) confirming your acceptance via phone or email.

1.3 Commencement – The Agreement will start on the earlier the commencement of the Services.

2 Services

2.1 Services – We will perform the Services with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The Services (including Deliverables) are provided solely for (i) your internal business purposes; and (ii) any purpose set out in the Proposal or the relevant deliverable.

2.2 Deliverables – You may not disclose a deliverable or make the benefit of the Services available to anyone else or refer to the contents of a deliverable or the findings of our work, except (i) as stated in the Proposal, (ii) with our prior written consent on terms to be agreed, or (iii) where required by law or regulation.

2.3 Liability to you alone – We accept no liability to anyone, other than you, in connection with our Services and Deliverables, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the Services.

2.4 Changes – Either we or you may request a change to the Services or the Agreement. A change will be effective only when agreed in writing, including any variation to the fees.

2.5 Oral advice and draft Deliverables – You may rely only on our final written Deliverables and not on oral advice or draft Deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.

2.6 Monitoring – We shall not update our advice for any changes in law or regulations, or their interpretation, that occur after the date of the Services provided.

3 Your responsibilities

3.1 Information – In order for us to advise you properly you will make sure that (i) any information given to us by you, or anyone else working with or for you, is (a) given promptly, (b) accurate and (c) complete; and (ii) any assumptions are appropriate. We will not verify any information given to us relating to the Services.

3.2 Your obligations – Our performance depends on you performing your obligations under the Agreement. We are not liable for any loss arising from you not fulfilling your obligations.

3.3 Joint Clients – Where we act for you as joint clients, we confirm that: (i) information or instructions given by one client may be shared with the other joint clients; (ii) if one of you insists that information or instructions be withheld from the other(s), we will have to cease acting for all of you; and (iii) if a conflict arises, you may incur additional legal fees and you will all need to engage new solicitors.

3.4 Cyber Security – You must comply with your obligations about cyber-security, including telephoning us and third parties (i.e. real estate agents, insurers, medical providers etc.) to confirm both our and your bank details, and not acting on emailed or text message requests for payment.

4 Fees

4.1 Payment for Services – You agree to pay us for our Services. You consent to us delivering your bills either electronically or as agreed

4.2 Basis of fees – We operate on a fixed fee model. The fees payable for the services are set out in the Proposal. If you ask us to do additional work or it becomes reasonably necessary to do so, you are responsible for additional fees and disbursements calculated at the rates agreed.  

4.3 Expenses – You will pay any relevant expenses that we incur in connection with the Services.

4.4 Taxes – All prices are exclusive of GST unless otherwise stated in the Quote. You will also pay any taxes, including GST, that are due in relation to the Services and Materials. You will pay us the full amount of any invoice, without set off, regardless of any deduction that you are required by law to make.

4.5 Invoices and payment – Unless otherwise provided in the Proposal we will invoice you once the Services have been provided. All invoices are payable within 7 calendar days. If you do not pay an invoice on time we may charge you interest at the rate set by law.

5 Confidentiality

5.1 Confidential information – We and you agree to use each other’s confidential information only in relation to the Services, and not to disclose it without prior written consent, except where required by law or regulation or by a professional body of which we or our staff are members. However, we may give confidential information to relevant subcontractors or service providers as long as they are bound by confidentiality obligations, and to your advisers who are involved in the relevant matter. The obligations to keep the information received in connection with the Agreement confidential shall remain in legal effect for three years after receipt of such information. The above will not apply to information which (i) is publicly available, or (ii) has been received from someone else who owes no duty of confidence in relation to it, or (iii) was already known by the receiving party.

5.2 Referring to you and the Services – We may wish to refer to you and the Services we have performed for you when marketing our Services, we and they may also wish to use your company logo when citing our experience in proposal documents. You agree that we and they may do so, as long as we do not disclose your confidential information.

6 Intellectual property rights

We will own the intellectual property rights in the Deliverables and any materials created under the Agreement, and you will have a non-exclusive, non-transferable licence to use the Deliverables for your own internal business purposes.

7 Data protection

7.1 Personal data – The Privacy Act 1988 (Cth) and other privacy legislation applies when we collect personal information from you in order for us to carry out your work.  Except for your name and address, this information is also confidential and may be protected by legal professional privilege.  Disclosure of this information may be compelled by law.  You also authorise us to disclose this information where necessary in the process of carrying out your work (e.g. to our staff, Court or other parties involved in your matter).

8 Liability

8.1 Specific types of loss – You agree that we will not be liable for (i) loss or corruption of data, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.

8.2 Our liability – You agree that we will be liable only when we are at fault for our actions or omissions. Our total liability for all claims connected with the Services, the Agreement or any indemnity (including but not limited to negligence) is limited to the fees payable (excluding GST) under the Agreement in the twelve (12) month period preceding the date of the incident giving rise to the liability.

8.3 Unlimited Liability – Nothing in the Agreement will limit a person’s liability for: (a) death or personal injury caused by that person’s negligence; (b) that person’s fraud; or (c) anything else that cannot be limited by law.

 

9 Materials

9.1 File retention – At the conclusion of our retainer and if all outstanding fees and disbursements are paid you may collect your documents without charge.  Where your documents are held by us in electronic form, only electronic copies, in a ‘read-only’ format will be provided.

9.2 Consent – You consent to: (i) your documents being held in electronic form; (ii) us destroying any documents or paper duplicates not collected by you at any time; (iii) us transferring your documents in electronic form; and (iv) us destroying or deleting all of your documents (whether electronic or paper) after our retention period of 7 years without contacting you again.

9 Termination

9.1 Your rights – You may end this retainer and withdraw instructions at any time before we complete the scope of work and for any reason.

9.2 Our rights – We may end this retainer with your agreement or for a good reason and on reasonable notice.  Good reasons may include but are not limited to: (i) your breach of the Agreement; (ii) being unable to properly verify your identity or your authority to give instructions; (iii) requiring us to act unlawfully or unethically; or (iv) an insolvency event.

9.3 Fees payable on termination – You agree to pay us for all Services we perform up to the date of termination, plus any expenses that are not included in the fixed fee.

10 Dispute resolution

10.1 Mediation – If a dispute arises, the parties will attempt to resolve it by mediation before commencing legal proceedings.

10.2 Law and jurisdiction – This Agreement shall be governed and construed by the laws of Queensland, Australia. Both parties irrevocably submit to the exclusive jurisdiction of Queensland.

10.3 Limitation period – Any claims must be brought no later than two years after the date the claimant should have been aware of the potential claim and, in any event, no later than four years after any alleged breach.

11 General

11.1 Force majeure – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control, including but not limited to an act of god, strike or pandemic.

11.2 Entire agreement – The Agreement forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions.

11.3 Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.

11.4 Assignment – Unless the Agreement expressly provides otherwise, no party may assign, transfer or deal with their rights or obligations under the Agreement without the prior written consent of the other party. Such consent must not be unreasonably withheld. 

11.5 Compliance with Law – You will comply with all applicable laws and regulations relevant to the receipt of the Services (including anti-bribery, anti-corruption, data protection sanctions and export laws and regulations).

11.6 Severability - Any provision of this Agreement which is void, illegal or otherwise unenforceable will be severed

to the extent permitted by law without affecting any other provision of this Agreement.

11.7 Waiver - The failure or omission of a party at any time to enforce or require compliance with any provision of this Agreement or exercise any right, election or discretion under this Agreement shall not operate as a waiver of that right, election or discretion.

11.8 Survival - The provisions of the Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind each of the parties including, but not limited to, 2, 4, 5, 6, 7, 8, 9.3, 10 and 11.

12 Interpretation

In this Agreement the following words and expressions have the meanings given to them below:

Agreement – these terms, any agreed service specific terms and the Proposal to which they relate;

Deliverables – any documents (in whatever form) we provide to you from time to time;

GST – (a) GST has the same meaning as in the GST Law; (b) GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Proposal - Our offer to perform the Services for you, which is either attached to this Agreement, or set out in an email to you;

Services – the legal services set out in the Proposal;

we, us or our – refers to Law by Design Pty Ltd;

you, your – the party or parties to this Agreement (excluding us)

bottom of page