O*NO LEGAL – Legal Services Agreement

O*NO LEGAL –Legal Services Agreement

Part 1 - Details

The Details that are referred to in this Contract are the Contract for Legal Services Details provided privately by Us to You and apply to this Contract. If no Details are provided to You, the definitions in clause 27 apply instead.

This Contract is an offer to enter into a costs agreement with You for providing legal services. If You accept this offer You will have entered into an agreement that can be enforced in the same way as any other contract.

This means You will be bound by this Contract. You should be certain that You understand this Contract. If You are uncertain about any clause, please discuss with Us. We will not charge You for discussing this Contract with You.

You can accept this offer by:

If we have sent to you the Details, by Signing the Details where indicated and returning one copy to Us; or
Continuing to give Us instructions.

If You do not accept this offer within 7 days, We may withdraw Our offer to provide the Services to You.

Part 2 - Terms & Conditions

General
1. We agree to provide the Services to You and You agree to purchase the Services in accordance with the terms of the Contract.
2. Any work undertaken by Us, or services provided by Us, prior to the date of this Contract with respect to the Services are deemed to form part of the Services, and will be governed by this Contract.
3. You may contact Our People at any time if You wish to discuss any aspect of this Contract or Your Fees.
Contract documents
1. The Contract between Us and You comprises Part 1 - Details, Part 2 – Terms & Conditions and Part 3 – Disclosure.
2. If there is any inconsistency between documents constituting the Contract, an earlier document listed in clause will prevail over a later document to the extent of any inconsistency
Term
1. The Contract commences on the date We commence providing the Services and continues until We have completed the Services, unless terminated in accordance with clause 11.
Our general obligations
1. We must provide and deliver the Services
  1. at the time, place, Fee, and in the manner specified in the Details;
  2. in accordance with the Contract;
  3. with the due skill, care and diligence of a professional person experienced in providing the same or similar Services;
  4. in accordance with all plans, specifications and standards relating to the Services;
  5. using only qualified, experienced and competent personnel;
  6. in accordance with all applicable laws (including but not limited to laws in relation to work health and safety and the environment) and relevant Australian standards and best practice guidelines.
2. We will, for the Fee, supply everything necessary for the proper provision and delivery of the Services.
Your general obligations
1. To enable Us to perform the Services, You must:
  1. promptly deliver to Us any information or documents that We require
  2. assist Us in meeting any milestones and delivery dates; an
  3. comply with all of Our reasonable requests.
2. You must not do anything or omit anything which puts Us in breach of any
  1. contract,
  2. Intellectual Property Rights of another,
  3. or law.
Warranty
1. Without limiting any other warranty given by Us, We represent and warrant that:
  1. the Services are fit for the specified purpose, or if no purpose is specified, the Services are fit for the purpose for which services similar to the Services are normally acquired;
  2. We have all necessary licences and approvals of any Authority or professional body to supply the Services;
  3. the Services meet all required Australian standards; and
  4. use of the Services will not cause You to be in breach of any law.
2. We represent and warrant that the provision of the Services was carried out in a safe manner and in compliance with work health and safety legislation
Fees, Disbursements and GST
1. The Fees are GST exclusive, unless expressly stated otherwise in the Details.
2. We will charge You the Fee.
3. This Fee assumes that no relevant information has been withheld from Us (whether unintentionally, in error or otherwise) which results in Us needing to perform additional work which is not currently contemplated to complete Your Matter, and also assumes that We are not required to perform any work that is additional to the nature of work that is commonly required to be performed in a Matter such as Yours.
4. If We are required to perform any additional work, clause 10 will apply.
5. We will incur Disbursements on Your behalf.
6. You must pay Our Disbursements regardless of the outcome of Your matter, and regardless of whether the Services are terminated by You or by Us prior to the completion of the Services. We will inform You of these Disbursements, as well as any other payments required to be made, as soon as reasonably practicable. We may send You an itemised invoice for Disbursements at any time.
7. Where GST is imposed on any supply made by Us, the You will, in addition to the fee payable for the Services pay, subject to receiving a valid tax invoice within the meaning of the GST Act, an amount equal to the GST payable in respect of that supply.
Payment
1. You will pay to Us the Fee, together with any Disbursements, within 14 days from the date of receipt of a tax invoice.
2. We will send You Our invoice, including GST, after completion of the work, or on completion of the relevant stage of the work, except that Disbursements may be billed to You as they arise.
3. We will release the work to You after You have paid Our invoice.
4. If Your matter is to be billed in stages and You pay the first stage by credit card, or if You have previously paid Our fees by credit card, You authorise us to charge your credit card any amounts owing for Our Fees and/or disbursements in this matter, and/or which We have given or sent You a tax invoice, request for payment referring to the proposed withdrawal, or a notice of withdrawal.
5. An invoice will be deemed to have been received if has been delivered in accordance with the Invoice Delivery Method.
6. If You have booked the Services online and provided us with Your credit card details, You agree that We can charge Your card for the Fees for those Services on completion of the work, or on completion of the relevant stage of the work, without first raising an invoice. You will be sent a receipt after Your card is charged.
7. Where You, acting reasonably, dispute the amount to be paid to Us, You will notify Us, however You are obliged to pay any undisputed part of an invoice.
8. If Our Fees are overdue by 14 days, We will charge You Interest on the unpaid amount. Any Interest charged by Us will be subject to adjustment should a dispute arise over Our Fees if Our Fees are subsequently adjusted as a result of any such dispute.
Intellectual property
1. All Intellectual Property Rights in the Contract Material vest in Us
2. To the extent that You need to use the Contract Material or any of the Background Material or Third Party Material provided by Us to receive the benefit of the Services, We grant to You a perpetual, world- wide, royalty free, non-exclusive licence (excluding the right to sublicense) to use that Contract Material, Background Material or Third Party Material only for the Matter in which is what provided.
Variation
1. The Fees for Your Matter have been determined based on the scope of the Services.
2. If the scope of the Services change, either over time as Your Matter progresses, or based on new or different instructions from You, We will advise You that the Services and Fees have been varied and provide You with an updated fee estimate (‘Revised Fees’).
3. You may agree to the Revised Fees by reply email to Us, or through continuing to instruct Us after We have sent to You the Revised Fees.
Termination
1. You may terminate Our Services at any time in writing.
2. We may, in addition to any circumstances at law in which We are entitled to cease providing Services to you, give You written notice that We intend to cease acting for You if:
  1. You have not paid any of Our invoices within 30 days of the due date; or
  2. You fail to secure the payment of anticipated disbursements when requested; or
  3. You fail to provide Us with proper, accurate, truthful, and/or timely instructions; or
  4. You fail to provide Us with proper, accurate, truthful, and/or timely instructions; or
  5. You unreasonably refuse to follow Our advice in relation to Your Matter and We believe that Your refusal has caused an irretrievable break down in Our relationship with You; or
  6. A conflict of interest arises.
3. Subject to clause 11.4, on termination, We will be entitled to be paid for work done and Disbursements incurred by Us up until that time. If We have agreed to charge You a fixed fee for Our Services, We will charge You a pro rata proportion of that Fee for the work done, and We will charge You in full for any Disbursements incurred.
4. If the Services are terminated as a result of a conflict of interest which We should have reasonably foreseen, and about which We did not warn you, We will not charge You any Fees.
5. We will retain possession of Your file, documents, Contract Material and of any funds held in Our trust account (sufficient to pay Our Fees and/or Disbursements) whilst You owe Us any money.
Retention and destruction of documents
1. We will retain Your file for a period of 7 years. After this time, absent of any other arrangement agreed to by Us, Your file will be destroyed.
2. You authorise Us to destroy Your file and all documents You may leave with Us for this Matter (except documents specifically deposited into Our safe custody) seven years after We send You Our final invoice on this Matter.
Survival
Clauses 6, 7, 8, 9, 10, 11, 12, 13 14,15, 16, 18, 20, 21, 22, 24, 26 and 27 survive expiry or termination of the Contract.
Confidentiality
1. The parties must keep confidential all Confidential Information which the party receives or comes across in the process of performing its obligations under the Contract, unless:
  1. such disclosure is required by law or consented to by the other party
  2. the information is disclosed to the party’s employees or professional advisers on a need to know basis solely for the purposes of the Contract.
2. If a party is required by any law to disclose Confidential Information, the party must:
  1. notify the receiving person that the information is Confidential Information;
  2. not provide the information unless the receiving person agrees to keep the information confidential; and
  3. promptly (and in any case prior to disclosure) notify the other party in writing of the information and reasons for disclosure.
Privacy
1. We will:
  1. comply with all privacy laws, including the Australian Privacy Principles, as outlined in Our privacy policy (which can be found on Our website);
  2. protect personal information held in connection with the Contract and the Services from misuse, loss, unauthorised access or disclosure.
2. You authorise Us to disclose such information to others where it is necessary to perform the Services, for instance within the law practice, to the Court, to the other party or parties in litigation, to valuers, experts, barristers etc. In some cases, We can be compelled by law to disclose that information.
3. We will ensure that personal information relating to Your customers and employees is protected against loss or unauthorised access, use, modification, disclosure or misuse.
4. We will notify You if We become aware of an actual or suspected personal information data breach.
5. In this clause 15 'Australian Privacy Principles' has the same meaning as in the Privacy Act 1988 (Cth), 'personal information' has the same meaning as in the Privacy Act 1988 (Cth) and 'privacy laws' means the Privacy Act 1988 (Cth) (including the Australian Privacy Principles) a registered Australian Privacy Principle code and any other law or regulation relating to privacy or the use or disclosure of personal information.
Contact with you
You will keep Us up to date with Your address and contact details. Any letter, invoice, notice or other written communication by Us to You will be deemed to have been received by You:
1. If it is given personally to You or Your agent; or
2. Three business days after it is sent to You or Your agent by pre-paid post to Your last known address; or
3. If it is left for You or Your agent at the last known business or residential address of You or Your agent with a person at that address who is apparently at least 16 years old and apparently employed or living there; or
4. If it is sent to You or Your agent electronically at the last known electronic address of You or Your agent (if You or Your agent communicates with Us electronically or if You have requested Us to communicate with You or Your agent electronically).
Independent legal advice
1. Before You enter into this Contract You should consider that it may be against Your interest to do so. For example, another firm may be prepared to act on Your behalf in this matter at a lower cost to You.
2. If Yours is a litigious matter, a Statutory scale of costs may limit the costs that We could recover from You if You do not enter into this Contract.
3. If You obtain an order for the payment of Your Fees by another party, such an order will probably not completely cover the Fees and Disbursements under this Contract. This may mean that You will be further out of pocket than You would otherwise be if You do not enter into this Contract.
4. You should consider seeking independent legal advice on this Contract before You enter into it.
Dispute resolution
The parties must use reasonable endeavours to resolve any dispute under the Contract by mediation or other alternative dispute resolution method before they commence legal proceedings (except proceedings for interlocutory relief or as otherwise set out in the Disclosure).
Assignment and subcontracting
We may, without Your prior written consent, assign or novate Our rights and obligations under the Contract or subcontract any part of the performance of the Contract.
Waiver
Waiver of any provision of, or right under, the Contract:
1. must be in writing signed by the party entitled to the benefit of that provision or right; and
2. is effective only to the extent set out in any written waiver.
Variation
Notwithstanding clause 10, the Contract may be varied only in writing signed by each party.
Entire understanding
The Contract contains the entire agreement and understanding between You and Us on everything connected with the subject matter of the Contract and supersedes any prior agreement or understanding on anything connected with that subject matter.
Severability
A term or part of a term of this Contract that is illegal or unenforceable may be severed from this Contract and the remaining terms or parts of the terms of this Contract continue in force.
No Merger
The rights and obligations of the parties under this Contract do not merge on completion of any transaction contemplated by this Contract.
Relationship
The Contract does not create a relationship of employment, agency or partnership between the parties and the parties must not represent themselves as being an officer, employee, partner or agent of the other party, or as otherwise able to bind or represent the other party.
Governing law and jurisdiction
The Contract is governed by the law of the Australian Capital Territory and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.
Definitions
1. In the Contract:
  
  Authority means any government, statutory, public or other authority, body or department of any kind;
  
  Background Material means Material owned by Us that is included, embodied in or attached to the Contract Material or Services or used as part of the performance of the Contract but does not include Contract Material;
  
  Client Material means any Material provided by You to Us for the purposes of this Contract;
  
  Confidential Information means information that:
  1. is by its nature confidential; or
  2. is designated by You or Us as confidential; or
  3. the parties know or ought to know is confidential,
  4. but does not include information that is or becomes public knowledge otherwise than by breach of the Contract or any other confidentiality obligation of the parties;
    
    Contract means the Terms and Conditions, the Details and the Disclosure.
    
    Contract Material means any Material created by Us on or following the Commencement Date, for the purpose of, or as a result of performing Our obligations under the Contract;
    
    Corporations Act means the Corporations Act 2001 (Cth);
    
    Details means the section titled ‘Part 1 - Details’ referring to or attaching these Terms and Conditions;
    
    Disbursements may include but are not limited to, filing and other Court fees, registration fees, Counsel’s fees, medical or other report fees, document production fees, experts’ fees, travel and accommodation expenses, courier fees, long distance telephone or other communication charges, bank charges, postage, enquiry fees, search fees, process server’s fees, transcript fees, agent’s fees, witnesses fees and expenses, externally incurred photocopying fees, printing and binding fees, investigator’s fees, and government charges, taxes or duties (including any GST that may be payable on disbursements).
    
    Disclosure means the section titled ‘Part 3 - Disclosure’ referring to or attaching these Terms and Conditions;
    
    Fees means the fees specified in the Details plus any Disbursements or Revised Fees. If no Details are provided, then Fees means the fee We have quoted to perform the Services;
    
    GST has the same meaning as in the GST Act;
    
    GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
    
    Intellectual Property Rights means all intellectual property rights, including:
  5. copyright, rights in relation to inventions, patents, trademarks (including goodwill in those marks), designs, legal bots, legal bot logic, plans, domain names, trade secrets, know how, rights in relation to circuit layouts and any right to have confidential information kept confidential;
  6. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
  7. all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist in Australia or elsewhere,
    
    whether or not such rights are registered or capable of being registered;
    
    Interest will be charged at the rate to be calculated from time to time under 2.3 of Part 2.2 of Schedule 2 of the Court Procedures Rules 2006. As at May 2020, this rate was 6.25% per annum.
    
    Invoice Delivery Method means the delivery method for tax invoices as set out in the Details. If no Details are provided, then Invoice Delivery Method means to Your email address.
    
    Material includes property, information, documentation, or other material in whatever form, including any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions and the subject matter of any category of Intellectual Property Rights;
    
    Matter means the matter described in the Details. If no Details are provided, then Matter means the matter, transaction or issue for which We are providing the Services.
    
    Our People means the persons responsible for Your Matter as set out in the Details. If no Details are provided, then Our People means Kristen Porter, Founding Director and any other of Our people as communicated by Us to You.
    
    Revised Fees has the meaning given in clause 10.
    
    Security Interest means a security interest as defined in the Personal Property Securities Act 2009 (Cth);
    
    Services mean the services to be performed as specified in the Details under ‘Services’. If no Details are provided, then Services means the services which You instruct Us to perform;
    
    Terms and Conditions means these terms and conditions;
    
    Third Party Material means Material owned by a third party that is included, embodied in or attached to the Contract Material, or Services or used as part of the performance of the Contract;
    
    Us/We/Our means the person named as Us/We/Our in the Details who is to supply/provide the Services to You, and where Us/We/Our includes more than one person, those persons jointly and severally. If no Details are provided, then Us/We/Our means O*NO Legal Pty Ltd; and
    
    You/Your means the entity named as You/Your in the Details. If no Details are provided, then You/Your means the person for whom We are providing the Services.
2. In the Contract, unless the context otherwise requires: a reference to A$, $A or $ is to Australian currency; a reference to time is to Canberra, Australia time; and the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.

Part 3 –Disclosure

Introduction
1. We apologise for the legal jargon set out in this part of the Contract. The rules that govern Us as lawyers require Us to provide to You this Disclosure.
2. This part provides You with important information about the cost of Our legal services, and Your rights, as required by the Legal Profession Act 2006 (ACT) 2006 (‘the Act’).
Your rights
1. 1. Right to negotiate a costs agreement with us
  You have a right to negotiate a costs agreement with Us (a cost agreement is the fancy name for this Contract).
2. Right to receive a bill of costs
  You have a right to receive a bill of costs for the legal services provided by Us to You (aka an invoice). We will send You an invoice for Our Fees and Disbursements using the Invoice Delivery Method, excepting that Disbursements may be billed to You as they arise.
3. Right to request an itemised bill
  1. If a lump sum bill is given to You for more than the threshold amount of $1,500 (excluding Disbursements), You have the right to ask for an itemised bill not later than 90 days after the day the lump sum bill was given to you.
  2. If the bill is for an amount equal to or less than the threshold amount of $1,500 (excluding disbursements), You do not have the right to ask for an itemised bill.
4. Right to progress reports
  You have a right to request written progress reports on Your Matter. If We have agreed a fixed fee with You for Our Services, We may at Our discretion charge You extra for such reports. You have a right to request a written report on the legal costs incurred, free of charge. We must give You these reports where Your request is reasonable.
5. Your rights if You dispute Our legal costs
  1. Division 3.2.7 of the Act gives You the right to apply to the Supreme Court to have all or any part of Our legal costs assessed for fairness and reasonableness, including whether or not it was reasonable to carry out the work to which the legal costs relate and whether or not the work was carried out in a reasonable way.
  2. Any such application must be made not later than 12 months after the day the bill was given to You, the request for payment was made, or, if neither a bill was given nor a request made, not later than 12 months after the day the costs were paid. Applications may be made out of time in certain circumstances
  3. The Act gives You the right to apply under Section 288 to have any costs agreement entered into with Us set aside on the basis that it is not fair or reasonable.
6. Right concerning a corresponding law
  1. You have the right to accept Our offer to enter into a costs agreement with Us on the basis that the corresponding law of another State or Territory is applicable, such as where the legal services are or will be provided completely or primarily in that State or Territory or where the matter has a substantial connection with that State or Territory.
  2. In some circumstances You have the right to enter in an agreement providing for, or to notify us that You require, the corresponding provisions of a corresponding law of another State or Territory to apply to the costs disclosure and assessment for Your matter. These rights are set out in SS 264 – 268 of the Act
7. Right to be notified of any substantial changes
  You have a right to be notified under S 276 of the Act, of any substantial change to anything contained in this Disclosure.
Costs
1. How costs are calculated
  1. However, if You enter into an agreement or give notification that a corresponding law will apply, We will disclose costs as they are applicable in that State or Territory. In those circumstances, You have the right to contract with Us that the costs assessment scheme in the ACT is applicable, in the event of any dispute as to costs arising with Us.
2. Engagement of another law practice
  1. It may be necessary to engage on Your behalf the services of another law practice, to act as Our agent.
  2. We will obtain Your approval before engaging another law practice. You may be asked to enter into a costs agreement directly with them, or to approve one between Us and them, in which case We will provide You with a copy and charge You at cost.
3. Costs limited by legislation
  If legislation applies that reduces the fees We can charge You for the Services, then the total fees and Disbursements that We will invoice You will be limited to the amount of costs recoverable from You under that legislation, regardless of anything to the contrary in this Contract.
4. Costs payable to other parties
  If a Court makes an order, or You otherwise agree, that You pay another party’s legal costs, those costs will be payable by You in addition to the costs payable under this Contract.
5. Costs recoverable from other parties
  If any costs become recoverable by You from any other party, You will not be entitled to offset those costs against any costs under this Contract. However if any costs become recoverable by You from any other party, You authorise Us to seek, and if recovered by Us, to pay those costs into Our trust account.
6. Disputed costs / failure to pay Our costs or to secure anticipated disbursements
  1. If You dispute all or any part of Our Fees and/or Disbursements, You agree to advise Us of Your concerns as soon as is reasonably possible and We will attempt to resolve any dispute in a timely manner. However You have the right (within certain time limits) to make an application to the Supreme Court of the ACT to have all or any part of Our Fees assessed for fairness and reasonableness. You also have a right to apply to the Supreme Court seeking an order that Our Contract or any part of it be set aside on the grounds that You consider it is not fair and reasonable.
  2. If You dispute or fail to pay all or any part of Our Fees and/or Disbursements within 30 days of Our giving You Our invoice, or if You fail to pay monies into Our trust account to cover anticipated disbursements or fail to otherwise secure the payment of anticipated disbursements, You agree that We may at Our discretion decide not to continue to perform any further work on Your Matter until:
    1. Our Fees and Disbursements are paid; or
    2. Satisfactory alternative arrangements have been entered into for the payment of Our Fees and/or for the payment of anticipated disbursements; and/or
    3. Any dispute concerning Our Fees is resolved.
  3. You also agree that We will not be liable for any loss, damage, disadvantage or harm that You may suffer as a result of Us deciding not to continue to perform any further work on Your matter in accordance with this clause.