BUSINESS TERMS
1. SCOPE OF ENGAGEMENT
1.1 These terms will apply to all Services and matters which you instruct us.
1.2 We will provide the Services with a professional and reasonable level of care and skill using appropriately skilled personnel and will keep you informed of the progress of the Services.
1.3 We provide both legal and non-legal services. We do not provide legal advice for matters other than under Australian law. You should obtain expert legal advice on any issue which requires a professional legal opinion in a jurisdiction outside of Australia. You agree you will not construe any view provided by us (on issues where the governing law is outside of Australia) as legal advice.
1.4 You can accept and consent to these terms by signing and returning a copy to us or by continuing to instruct us. Where we have been engaged by more than one person or entity, each engaging person or entity is jointly and severally liable for the payment of our fees and expenses.
1.5 You agree to provide us with clear and timely instructions and all relevant information to enable us to provide the Services.
2. FEES AND BILLING
2.1 Our professional fees are set out in the Quote or Engagement Letter and unless otherwise agreed, will be charged based on the amount of time spent providing the Services.
2.2 We may incur various disbursements and other administrative expenses in performing the Services and you agree to pay these reasonable expenses in addition to professional fees. Examples include courier and delivery charges and approved travel/transport expenses.
2.3 Unless otherwise agreed, we anticipate submitting monthly invoices electronically. Our invoice sets out a description of the services rendered during the period, the professional fees and expenses incurred and GST (if applicable).
2.4 Payment is due within 30 days of receipt of invoice or as stated on the invoice.
2.5 You may request, at any time, a status update, and statements of fees since your last invoice.
3. CONFLICTS
3.1 We take our duty to protect our clients’ interests seriously. Where a matter gives rise to a conflict between you and another client we will notify you promptly and discuss the issue with you.
3.2 If the law or our professional obligations require us to decline your instructions or cease acting for you, you acknowledge we must do so. If we are unable to resolve the conflict, we reserve the right to cease to act.
3.3 Subject to conflicts of interests and consistent with our professional and ethical responsibilities, we may act for any other party.
4. CONFIDENTIAL INFORMATION
4.1 During our engagement, we will likely share Confidential Information with each other.
4.2 Confidential Information includes trade secrets, intellectual property, know-how and technology, or sensitive information such as commercial, strategic, or financial information.
4.3 Each party agrees the recipient of Confidential Information will keep Confidential Information confidential for the purposes of fulfilling obligations under these Terms. However, this obligation will not apply to information which: (a) was in the public domain when it was provided to a party, or later enters the public domain, through no fault of the party; or (b) the party is obliged by law to disclose (provided it has first advised the other party of this obligation prior to disclosure).
5. WORK PRODUCT
5.1 Except to the extent agreed in writing by us, all intellectual property rights relating to any documents, reports or other material authored by us to you pursuant to these Terms remains our property.
5.2 You have the right to use those documents strictly for the purposes for which they are supplied. Nothing in this agreement constitutes a transfer, assignment, license or right to reproduce material prepared by us.
6. LIABILITY
6.1 To the extent permitted by law, our total aggregate liability in respect of any claims arising under these Terms is limited to the amount actually paid by you to us under these Terms for the Services, regardless of whether such claims arise out of a single event or a series of events.
6.2 To the extent permitted by law, we exclude all liability to you for any indirect, punitive or consequential damage or losses including loss of profits, business interruption or loss of data.
6.3 Our liability is limited by a scheme approved under Professional Standards Legislation.
7. TERMINATION
7.1 Our engagement will be automatically terminated upon completion of the scope of work set out in the Engagement Letter. Where we provide open-ended services, our services are terminated when more than 6 months have elapsed since we provided you with any charged services.
7.2 You may terminate our engagement by giving us written notice at any time. Termination of our services will not affect your responsibility for payment for services rendered and additional costs and disbursements incurred by us before termination.
7.3 We may terminate our engagement by giving reasonable written notice and in accordance with applicable rules of professional conduct and responsibility. We try to identify potential issues and discuss them with you in advance.
8. RECORDS
8.1 Upon completion of our work, or termination of our services, papers and property you have provided to us will be returned to you at your request.
8.2 We reserve the right, subject to any applicable laws or rules of professional responsibility, to destroy any items retained by us within a reasonable time.
9. GENERAL
9.1 These Terms are governed by the law and professional standards in Queensland, Australia. The parties consent and submit to the jurisdiction of the Queensland courts.
9.2 The Engagement Letter and these Terms set out the entire agreement between the parties in relation to the Services.
9.3 These Terms may only be amended or varied by written agreement of the parties.
9.4 Any provision of these terms which is illegal, void or unenforceable is only ineffective to the. extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions.