General Terms of Business

These General Terms of Business (Terms) apply to all matters in which you instruct us. In instructing us or continuing to instruct us in a matter after you have received a copy of these Terms, you are accepting these Terms and agreeing to be bound by them.

You must provide us with complete, clear and timely instructions, and all information and documents necessary for us to carry out the work you have engaged us to do. Unless you instruct otherwise, we are entitled to rely on such instructions, information and documents.

You must notify us immediately if:

1. you discover that you have provided us with instructions, information or documents that are incomplete, unclear, inaccurate or misleading;
2. there is a material change in facts, assumptions or circumstances relevant to a matter;
3. your contact details change;
4. we have agreed that our Legal Costs will be paid without deferral, and you do not have the financial capacity to pay our Legal Costs when they fall due; or
5. if there is any lack of authority on the part of any person who provides us with instructions on your behalf at any time.

If we become aware that you have failed to comply with this clause we may, without limiting any other rights we have, immediately suspend all or part of our work and/or terminate our engagement in any or all of your matters.

We may communicate with each other and others by electronic means. You acknowledge that there are risks associated with electronic communications, such as unauthorised copying, recording, reading or interception of, interference with, viruses or other defects in, or delay in or non-delivery of, such communications. You release us from any claim you may have as a result of loss or damage relating to our communication by electronic means.

We will represent and advise you only on legal matters within the scope of your instructions. We will set out our understanding of the scope of work, along with our disclosure of costs for a matter in a letter of engagement. Over the course of a matter, we may revise our disclosure via further email or letter or where applicable, by agreement pursuant to settlement of your matter. These documents together with these Terms constitute our Costs Agreement. You must notify us immediately if our understanding is incorrect as this may affect the basis on which we calculate our Legal Costs for the matter and our estimates of Legal Costs.

Unless otherwise agreed in writing, our scope of work does not include advising or taking into account the laws of any jurisdictions outside Australia or advising or taking into account any taxation issues pertaining to any transaction, settlement amounts or amounts awarded to you by any court or tribunal in relation to your matter. The work we carry out for you on a matter is solely for your use in connection with the matter and we will have no responsibility in relation to any other use of our work.

The legal costs that we charge you for a matter, and which you will be liable to pay in accordance with our Costs Agreement, will be made up of:

1. our professional fees;
2. internal disbursements (expenses for non-professional services we use or supply on your behalf in connection with the matter);
3. external disbursements (charges or expenses of third-party service providers that we incur in connection with the matter); and
4. any applicable GST, (together “Legal Costs”).

We will charge you professional fees for the work we do on:

1. a fixed fee basis;
2. a monthly invoice; or
3. an hourly rate.

The period for payment of our Legal Costs may be agreed on:

1. a non-deferred or pay-as-you-go basis;
2. a deferred or conditional basis; or
3. a combination of deferred and non-deferred payments.

If we have agreed to act for you on a conditional fee (or no win/no fee) basis. An uplift fee of up to 25% of our professional fees will be charged on top of our accrued fees. This is to compensate us for the risk involved in undertaking speculative work.

Unless otherwise agreed with you, our professional fees will be charged at our hourly rates (excluding GST and disbursements) for the time spent by our team working on your matter. Our hourly rates will vary in accordance with the level of experience and expertise of our employees and consultants working on the matter along with the nature and complexity of the work involved, and the urgency of the work.

Our work includes time spent drafting and reviewing documents, correspondence and advices, attending meetings, travelling, court appearances, preparing and/or giving reports on the progress of matter, telephone calls, attending to emails, research and any other attendances that you require or that we consider is necessary for us to properly carry out the work you have engaged us to do.

Details of our current hourly rates are set out in our letter of engagement. These rates will be proportionately charged for work involving shorter periods of less than an hour. Our charges are structured in 6-minute units. For example, the time charged for an attendance of up to 6 minutes will be charged as 1 unit and the time charged for an attendance between 6 and 12 minutes will be charged as 2 units and so on.

Any costs estimates we provide to you are a guide only. They are not fixed quotations and are subject to change as the matter progresses. Our hourly rates for a matter apply at the date of the costs estimate. Over the course of a lengthy matter our rates may change, and this may impact upon our costs estimate. We will notify you if our costs estimate or hourly rate changes.

If we agree to charge you a fixed fee for certain work, the fixed fee will only apply to that work and any additional work that we carry out will be charged at our hourly rates unless otherwise agreed. Unless we expressly agree otherwise, any fixed fee we offer does not include internal disbursements, which will be charged in addition to the fixed fee.

We will pass disbursements onto you at cost or send you bills from third party service providers for you to arrange direct payment, in which case you must make payment by the due date for payment. We will charge you for internal disbursements at rates agreed with you. Details of our rates will generally be included in our letter of engagement.

Despite any other provision of a Costs Agreement, if any provision of any legislation applies or will apply so as to limit the Legal Costs we are entitled to charge you for any or all of the work you have engaged us to carry out on a matter, then the total Legal Costs you will be required to pay us in that matter will be limited to the amount of the Legal Costs recoverable from you in accordance with that legislation.

Unless we have agreed otherwise, we will generally issue a tax invoice for our Legal Costs to you monthly, but we may, at our discretion, issue bills on a more frequent basis. We will also issue a bill following completion of a matter. If we have agreed to defer payment of our professional fees pending the successful outcome of a matter as described in a Costs Agreement, we will issue our tax invoice for our Legal Costs at that time.

Our tax invoice (or bill) will provide a breakdown of our Legal Costs for the periods covered by the bill. We may issue separate bills for disbursements incurred from time to time. In some cases, some of our Legal Costs may be recorded in our system after we have generated a bill for the period in which those Legal Costs were incurred. In that case, we may issue a separate bill for those Legal Costs or include them in our next periodic bill.

Unless otherwise agreed in writing, you must pay our Legal Costs within 14 days of the date on which you receive a bill for the Legal Costs and any queries you have about a bill must be raised in this period.

You agree to us sending our bills to you electronically at your usual email address or mobile number as specified by you.

Interest at the maximum rate prescribed in the Legal Profession Uniform Law 2018 (NSW) and associated rules (Uniform Law), being the Cash Rate Target set by the Reserve Bank of Australia plus 2% will be charged on any Legal Costs unpaid after the expiry of 30 days after a tax invoice is issued by us. Our tax invoices will specify the interest rate to be charged.

The Uniform Law provides that we may take action for recovery of Legal Costs after 30 days from the date of issue of a tax invoice.

Unless otherwise stated, all fees, charges and disbursements are shown exclusive of GST. GST that is payable on Legal Costs will be clearly shown on our tax invoices. By accepting these Terms, you agree to pay us an amount equivalent to the GST imposed on these charges. GST means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Before acting for you we do one or more of the following:

1. approve credit;
2. ask you to pay monies into our trust account;
3. ask you to supply your credit card details.

Unless otherwise agreed with you, we may choose not to incur Legal Costs in excess of the amount that we hold in trust on your behalf or for which credit is approved.

We may from time to time ask that you pay monies into our trust account on account of our anticipated future Legal Costs for a matter. You must pay the monies requested within such time as we may reasonably require. If you fail to comply with this clause we may, without limiting any other rights we may have, immediately suspend all or part of our work and/or terminate our engagement in any or all of your matters.

You authorise us to receive directly into our trust account any judgment or settlement amounts, or monies received from any source in connection with a matter in which you have engaged us. In addition to any other rights we have in relation to trust monies, you authorise us to draw on monies held in our trust account on your behalf to pay our billed Legal Costs, at any time after we have issued to you a tax invoice.

At the completion of a matter, we will refund to you any monies held in our trust account that exceed our outstanding Legal Costs for the matter and any other directly related matters in which you have engaged us. To the extent permitted by law, we will exercise a lien on any trust monies held in our trust account for the total amount of Legal Costs payable by you to us at any time for all of your matters.

You agree that we will not be liable for any loss of monies held in our trust account resulting from any default of the bank with which our trust account is held.

You authorise us to destroy, without further notice to you, the files (including electronic and paper documents) we hold in relation to a matter, except for those that we have agreed to hold in safe custody for you, seven (7) years after the date of our final bill in the matter.

If at any time (including after completion of a matter), you request us to provide or we are required by law to provide information, documents or evidence relating to a matter, you will be required to pay our Legal Costs in connection with this, which will be calculated in accordance with our Costs Agreement with you. Our Legal Costs that you will be required to pay include our professional fees calculated at our hourly rates and any disbursements incurred in retrieving the documents from storage and photocopying them.

Without affecting any lien to which we are otherwise entitled at law over funds, papers and other property of yours in our possession:

1. we may retain by way of lien any monies (sufficient to pay our Legal Costs, interest and other amounts due to us by you), documents and property of yours, which are from time to time in our possession or control, until all Legal Costs, interest and other monies due to us by you have been paid; and
2. our lien will continue despite us ceasing to act for you.

To the extent permitted by law, you agree that we are not liable to you, and you release us from any liability, in respect of any loss arising from or in connection with any matter, whether under contract, in tort (including negligence), in equity, under statute or otherwise; and if any liability we have to you for our failure to comply with any guarantee under the Australian Consumer Law is limited to either of the following, at our election:

1. the supplying of the services again; or
2. the payment of the cost of having the services supplied again.

You may terminate our engagement in a matter at any time by giving us written notice, in which case we will cease acting for you. In the event of termination by you, any Costs Agreement which is in operation at that time on a conditional basis will cease immediately and you will be liable for the payment of all Legal Costs, including any uplift fee (if applicable) incurred on your behalf as described on our tax invoice (including any court cancellation fees or other fees such as hearing allocation fees for which we remain responsible).

We may cease to act for you or refuse to perform further work, if:

1. any of our tax invoices remain unpaid;
2. you do not within fourteen (14) days comply with any request to pay an amount in respect of disbursements or future costs;
3. you fail to provide us with clear and timely instructions to enable us to advance your matter, for example, compromising our ability to comply with court directions, orders or practice notes;
4. you provide us with instructions that in our opinion require us to act in an unlawful, unethical or unprofessional manner, including by pursuing a point that we consider is unarguable;
5. you fail to accept advice we or counsel give you or you act in a manner that is inconsistent with such advice;
6. you indicate to us or we form the view that you have lost confidence in our ability to carry out the work or that the relationship of mutual trust and confidence between us has broken down;
7. there are any ethical grounds which we consider require us to cease acting for you, for example a conflict of interest;
8. you fail to accept a reasonable offer to settle the matter;
9. you engage another law practice in connection with the matter without our consent;
10. you do not agree to any reasonable change to our hourly rates, estimate of Legal Costs or fixed fee;
11. you lose legal capacity;
12. for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe;
13. in our sole discretion we consider it is no longer appropriate to act for you; or
14. there is any other just cause.

We will provide notice to you of any decision we make to terminate our engagement and the grounds on which the notice is based.

If our engagement in a matter is terminated, regardless of which party terminates our engagement:

1. we will cease acting for you in the matter and you will not make any claim or complaint against us in relation to our ceasing to act and any related loss or damage;
2. you must pay our Legal Costs incurred up to the date of termination, including any applicable uplift fee (and such amounts will be immediately due and payable) and any further Legal Costs incurred after termination (including counsel and court cancellation fees and our professional fees relating to any handover of your file) in accordance with our Costs Agreement;
3. where there is a Costs Agreement in operation on a conditional basis it will cease immediately and you must pay our Legal Costs incurred up to the date of termination, including any applicable uplift fee (and any further Legal Costs incurred after termination including counsel and court cancellation fees and our professional fees relating to any handover of your file);
4. where a fixed fee applies, you must pay the part of our fixed fee that we reasonably estimate has been incurred in respect of the work we have carried out for you up to the date of termination, plus any internal disbursements incurred in connection with the matter that are not covered by the fixed fee and applicable GST;
5. our entitlement to any lien will not be affected;
6. if the matter is litigated, we may remove ourselves from the court record; and
7. we may inform others involved in the matter, including courts and other parties, that we no longer act for you in the matter.

The laws of New South Wales will apply to and govern the Costs Agreement and our Legal Costs in relation to your matter.

We may from time to time amend our Costs Agreement for a matter, including these Terms. We will notify you of any proposed amendments and the date on which we propose that the amendments be effective. You may access our Terms as amended from time to time on our website.

If you continue to instruct us after we have notified you of amendments to a Costs Agreement, you will be taken to accept the amendments and the Costs Agreement will be amended accordingly on and from the date we proposed that the amendments be effective.

You have the right to:

1. negotiate a costs agreement with us;
2. receive a bill of costs from us;
3. request an itemised bill within 30 days after a lump sum bill or partially itemised bill is payable;
4. request in writing and receive written reports about the progress of your matter and the costs incurred in the matter;
5. seek the assistance of the designated local regulatory authority (the NSW Commissioner) in the event of a dispute about legal costs;
6. be notified as soon as is reasonably practicable of any substantial change to any matter affecting costs;
7. accept or reject any offer we make for an interstate costs law to apply to your matter; and
8. notify us that you require an interstate costs law to apply to your matter.

In the event of a dispute in relation to our Legal Costs:

1. in the first instance we encourage you to discuss your concerns for the matter so that any issue can be identified and we have the opportunity to seek to resolve the matter promptly and without it adversely impacting on our business relationship with you;
2. you have the right to apply for costs to be assessed (within 12 months after the bill was given or the request for payment made, or if neither a bill was given nor a request made, within 12 months after the costs were paid);
3. you have the right to apply for a costs agreement to be set aside; and
4. you may have the right to make a complaint to the Legal Services Commissioner within 60 days after the Legal Costs become payable, or if an itemised bill was requested in respect of those costs, within 30 days after the request was complied with and the total bill for Legal Costs is less than $100,000 or greater than that if the amount in dispute is less than $10,000.

For more information about your rights, please read the fact sheet titled “Legal costs – Your right to know”. You can ask us for a copy or obtain it from the NSW Law Society (or download it from their website).

Your personal information, whether provided by you or by any other person, is protected under the Privacy Act 1988 (Cth).

You authorise us to collect and use your personal information provided to us in order to carry out work on your matters. You also consent to us disclosing such personal information where necessary to others in furtherance of or in connection with your matters (for example, within the firm, to the court, to the other party or parties to litigation and to experts, consultants, valuers and barristers).

You acknowledge that the use or disclosure of your personal information may be required or authorised under law and that we are unable to act for you if the information you provide is not accurate.

You agree that we may use or disclose your personal information to market our legal services to you and to provide you with publications and marketing information that we consider are relevant to you. You will let us know if you do not wish to receive this information.

You agree to comply with all legislative requirements regarding privacy, including in relation to the collection, use and disclosure of:

1. personal information we provide to you; and
2. personal information provided by you to us, including personal information about any individual in relation to your matters.

A copy of our privacy policy, which provides further information about our privacy obligations and how you may gain access to your personal information, is available on our website.