01Disclosure

Before providing legal services to you, we are required under the Legal Profession Act 2007 (Qld) to make certain disclosures to you which are contained in these Terms of Service and our retainer letter (which, for the purposes of these Terms of Service, includes any email correspondence, schedule of work, or written proposal sent to you together with or separately to these Terms of Service). You acknowledge and agree that you have received, read and understood the Form 1 which is attached to these Terms of Service pursuant to section 308(5) of the Legal Profession Act 2007 (Qld).

02Costs agreement

• These Terms of Service and our retainer letter together set out the terms of our offer to provide legal services to you and enter into a costs agreement with you. You may accept our offer by signing and returning a copy of our retainer letter, or by continuing to provide us with instructions (either orally or in writing), whether or not you sign our retainer letter.
• If you do not agree with anything contained in these Terms of Service or our retainer letter, you must tell us immediately. Otherwise, we will presume that you are satisfied with such terms and will proceed with our work as set out in our retainer letter.
• We reserve the right to withdraw our offer to act for you if you do not accept the terms of our retainer within 14 days of receiving our retainer letter. The terms of our retainer apply from the time we first had contact with you, even if our retainer letter is not signed, or is signed at a later date.

03Our work

• We will carry out the agreed scope of work in accordance with these Terms of Service and our retainer letter. To allow us to do so, you agree to provide us with prompt and clear instructions on all relevant matters, and in any event upon our request.
• Unless otherwise agreed by us in writing, our retainer does not include providing advice in relation to the following matters:
  • financial, taxation, or accounting matters;
  • town planning, or environmental matters;
  • physical inspection or valuation of any property or assets; and
  • commercial feasibility or viability of any proposed transaction or asset.
• We may specifically exclude certain matters from the scope of our retainer, either in our engagement documents or otherwise in correspondence to you.
• For matters which fall outside the scope of our retainer, we recommend that you seek advice from independent professionals with appropriate qualifications and experience, including but not limited to, accountants, financial planners, business advisors, insurance brokers, mortgage brokers, surveyors, town planners, private certifiers, and builders.

04How we charge – professional fees

Fixed fees

Generally, we will endeavour to quote and charge fixed fees. Where we quote you a fixed fee, the fee only covers the work which we have expressly agreed to provide (as set out in our retainer letter). We will provide you with a quote for any additional work, and such work may not be quoted on a fixed fee basis. No quote that we give to you is a fixed fee unless we expressly state that it is a fixed fee. Where you instruct us to cease work on a fixed fee item after work has already commenced, you agree that we will invoice you a pro-rata amount of our fixed fee determined reasonably by us having regard to the work completed up to that point in time.

Fees charged on a time basis (time costed matters)

• Where we cannot accurately anticipate the work which will be involved in your matter, we may provide you with a fee estimate instead of a fixed fee. Any fee estimate that we give you is not a fixed quote, and only covers circumstances which are common and reasonably foreseeable. We reserve the right to revise any fee estimate given to you in the event of unforeseen circumstances.
• If we do not quote you a fixed fee, we will calculate our professional fees based on the time which we spend working on your matter (recorded in minutes), at the following hourly rates (excluding GST):

• We may vary our hourly rates at any time and/or on a case-by-case basis having regard to the relevant circumstances. We will advise you in writing of any such variations.
• We may charge for the time spent by our staff discussing your matter internally (calculated at our hourly rates above), where such discussions are reasonably necessary or desirable to allow us to carry out our agreed scope of work competently and in accordance with our duties as lawyers.

Fixed periodic retainers

• We may agree with you for us to be engaged on a fixed periodic retainer (generally monthly) under which you will pay us a fixed periodic fee and we will undertake a certain agreed scope of work (as set out in our retainer letter).
• The agreed scope of work for any fixed periodic retainer may include the following for each period:
  • a commitment to answer, deal with, or respond to a minimum or maximum number or complexity of queries from you (by email or telephone);
  • a commitment to provide a minimum number of hours of work;
  • a minimum number of in-person or remotely attended meetings (such as by telephone, Skype or other telecommunications services);
  • a discount on our professional fees for work charged on a fixed fee basis (such as document review and drafting);
  • a discount on our professional fees for work charged on a time-costed basis; and
  • any other benefits or features which we determine in our discretion from time to time.
• The amount of the periodic fee will generally be calculated having regard to the following:
  • the nature and size of your business activities;
  • your existing and anticipated future legal requirements;
  • the required timing of any deliverables and other legal work required to be undertaken;
  • the amount which we would charge you if you were to engage us to undertake the same work on a fee-for-service basis; and
  • any other matter which we consider is relevant.
• If your requirements are such that a significant amount of work is required at or around certain time periods (such as at commencement, or at certain milestones), we may require our fixed period retainer to be increased during such periods.
• Although generally our fixed periodic retainers will include a reasonable amount of variation in the work required to be undertaken from period to period, we nevertheless reserve the right at all times to revise the amount of our fixed periodic retainer (on a temporary or permanent basis) if your requirements exceed that which was originally contemplated or agreed at the commencement of our engagement, or in any other reasonable circumstances.
• Unless otherwise agreed by us in writing:
  • all fixed periodic retainers will be subject to a three (3) month minimum commitment from you; and
  • we will invoice you for our fixed periodic retainers on the first day of each period (such as the first day of each month), with any beginning and ending periods being invoiced on a pro-rata basis.
• Any fixed periodic retainer which we charge you will exclude all outlays incurred by us on your behalf.

Other professional fees

In addition to the above fees, we may also charge other professional fees at our discretion, which may include any one or more of the following (excluding GST):

• file administration fee (covering our costs of software, printing, copying, scanning, facsimiles, emails, postage, telephone and other sundry items) – $50 per tax invoice;
• debit or credit card processing fee (charged by our third party payment processor, Stripe) – 1.7% surcharge for payments made with Australian debit or credit cards;
• debit or credit card processing fee (charged by our third party payment processor, Stripe) – 3.5% surcharge for payments made with international debit or credit cards;
• virtual asset exchange service fee (charged by our third party payment processor, RelayPay) – 1.9% surcharge for all virtual asset payments;
• trust account administration fee – $10 per trust account cheque;
• telegraphic transfer fee – $50 per telegraphic transfer;
• investment account establishment or variation fee – $500 per account or variation; and
• in-person lodgment fees (such as at the Queensland Land Registry, any Court or a bank branch to process a payment on your behalf) – up to $200 per attendance.

Outlays and disbursements

In addition to our professional fees, you agree to reimburse us for all outlays which we properly incur (even if we have not already made payment) as part of our provision of legal services to you, including but not limited to: identity verification costs (charged by our external identity verification service provider), barrister's fees, search fees, courier fees, the cost of expert consultants, medical reports, filing and lodgment fees, banking charges, file retrieval costs, government revenue charges (including transfer/stamp duty), process servers and investigators, agents' fees (including interstate lawyers), external consultants, travel, parking, accommodation, witness fees, transcript fees, and translation fees. For each matter for which we are engaged by you, we estimate minimum outlays of $100 plus GST, unless otherwise stated by us.

Interest

We are permitted to charge you interest on unpaid legal costs under section 321 of the Legal Profession Act 2007 (Qld). You agree to pay interest on all unpaid legal costs at the rate being two percent (2%) above the official cash rate published by the Reserve Bank of Australia from time to time, calculated daily on the balance owing from the date on which the monies become due to the date on which they are paid in full.

Goods and Services Tax (GST)

Unless expressly stated, all professional fees and outlays quoted or estimated by us are exclusive of GST. You agree to pay GST on top of all professional fees and outlays, upon receipt of a tax invoice from us.

05Payments prior to commencing or continuing work

We may, at our discretion, require you to pay some or all of our anticipated professional fees and outlays into our trust account:

• prior to us commencing work on your matter; and
• during the course of any matter to cover any further anticipated professional fees and outlays.

06Tax invoices

• We will issue you with tax invoices on the earlier of:
  • the completion of each discrete item of work;
  • on a monthly basis.
• You agree and consent to us issuing tax invoices to you by email exclusively.
• Where we have quoted you a fixed fee, you agree that our tax invoices will only show the amount of the fixed fee and the outlays which we have incurred for which reimbursement is required.
• For all time costed work, our tax invoices will include a chronological account of all work carried out on your matter (including the charge for each item) and the outlays which we have incurred for which reimbursement is required.
• We reserve the right to withdraw and reissue any tax invoice which we consider contains any material error or omission, or which remains unpaid for a period of 7 days after it is issued to you.
• We may, at our discretion, have any file of ours assessed by an independent costs assessor for the purposes of determining the costs payable by you for the work which we have carried out.

07Payments

Payment of our tax invoices, or payments into our trust account, may be made using any of the payment options accepted by us from time to time, subject to the terms of any separate agreement you have entered into with any third party payment processor (such as Stripe or RelayPay), which may include, but are not limited to:

• debit or credit card by Visa, MasterCard and American Express;
• BPAY;
• electronic funds transfer (EFT), including via Osko or Pay ID;
• Stripe, PayPal, or other third party payment processors;
• virtual asset payments; and
• instalment or payment plans,

subject to your compliance with the terms of any such separate agreement.

If you fail to comply with any instalment or payment plan, we reserve the right to terminate it and require immediate payment in full of any monies due and owing to us.

08Anti-money laundering and counter-terrorism financing compliance

• Our engagement, and the provision of any legal services to you, is strictly conditional upon your compliance with our client due diligence and verification procedures. We must complete these procedures before we can commence work on your matter.
• You must promptly provide us with all information and documents reasonably required for us to satisfy our statutory obligations, including, but not limited to, the following if requested by us:
  • certified identification documents for you, your directors, officers, trustees or authorised representatives;
  • trust deeds, corporate registries, partnership agreements and other constituent documents;
  • if you engage us as an intermediary for another person, details of any agency or other arrangement you have with the other person;
  • details of ultimate beneficial owners, controllers, trustees, or beneficiaries; and
  • verified information and supporting evidence regarding your source of funds and source of wealth for any transaction or payment.
• We reserve the right to delay, suspend, or terminate our engagement with you if the above requirements are not met and we are unable to satisfy our statutory obligations. We accept no liability for any delays, losses, or adverse consequences to your matter resulting from our compliance with such obligations.
• You warrant that all information and documentation provided to us is complete, accurate and not misleading.
• You must immediately notify us in writing of any changes to your ownership, control, residency or the purpose of your instructions.
• We may disclose any information or documentation obtained under this clause to relevant regulatory authorities where required by law. You acknowledge that we may be legally prohibited from informing you of any such disclosure or the existence of any regulatory report.

09Overseas laws

Limitation

Except as otherwise expressly stated by us, you acknowledge and agree that we are an Australian law firm and our expertise as legal advisors extends only to Australian laws and regulations. Except as otherwise expressly stated by us, any commentary provided to you in relation to the laws of any jurisdiction other than Australia (Overseas Jurisdiction):

• is not advice of any kind (whether legal, professional, or otherwise);
• is provided for general information purposes only; and
• represents only an expression of the personal opinion of the person providing the commentary (which may not represent our formal position on the matter), who may not have the appropriate qualifications or experience to provide such commentary.

Acknowledgement

By accepting these Terms of Service, you acknowledge and agree that:

• you will undertake your own investigations and assessments in relation to any legal and other matters relating to any Overseas Jurisdiction;
• you will seek independent legal and other advice from appropriately qualified professionals in each Overseas Jurisdiction for which you require such advice;
• you will not act or rely solely upon any commentary that we, or any member of our staff, provide in relation to any Overseas Jurisdiction; and
• you will not hold us, or any member of our staff, liable or responsible for any actions that you take in reliance solely upon any such commentary that we, or any member of our staff, provide in relation to any Overseas Jurisdiction; and
• you release us and each of our officers, employees, contractors, agents and representatives from all liability in relation to you, or any other person, relying on any commentary which we provide in relation to any Overseas Jurisdiction.

10Communications

You acknowledge, agree and consent to us communicating with you by email in lieu of sending correspondence by post or facsimile. You acknowledge and agree that we are not responsible for any loss which you may incur as a result of any failure by you to receive any email communications from us, or any third party intercepting any email communications from us to you.

11Termination

By you

You may terminate our engagement at any time and for any reason.

By us

We may terminate our engagement and cease acting for you for any lawful reason, or in any of the following circumstances:

• if we consider that we have a conflict of interest which prevents us from acting in accordance with our duties to you as your lawyers;
• if you fail to provide any information or documentation requested by us to satisfy our client due diligence and verification procedures;
• if we determine, in our absolute discretion, that continuing to act for you would breach our statutory obligations or expose us to regulatory sanction or risk;
• you breach any term contained in these Terms of Service or our retainer letter;
• if you refuse to act in accordance with our advice;
• if you instruct us to do anything illegal or unethical;
• if you do not give us adequate instructions;
• if there is a breakdown in our relationship with you;
• if you fail to pay any of our tax invoices within our credit terms; or
• if you lose legal capacity to instruct us.

Consequences of termination

If our engagement is terminated, you acknowledge and agree that:

• we are entitled to payment of all outstanding professional fees and outlays up to the termination;
• we may exercise a lien over your file and your documentation and withhold possession of them until our professional fees and outlays are paid in full; and
• for any matter for which we have quoted you a fixed fee, we will charge you a proportion of the fixed fee based on our estimate of the work carried out as a proportion of the total work which would otherwise have been carried out if our engagement had not been terminated.

12Copyright

We retain ownership of all copyright (including moral rights) in relation to any document which we prepare, create, or produce as part of our provision of legal services to you. Any document which we issue to you in editable format (such as in Word format) is provided to you strictly on the basis that you use the document for your own purposes and you do not provide it to any third party without our prior written consent.

13Electronic files

Our system of record keeping includes only electronic files stored using third party cloud storage services. You acknowledge and agree that we will not retain any hardcopy or original documents. All such documents will be scanned and stored by us in electronic form, with the hardcopies and originals being returned to you, or destroyed by us. If you wish to retain any hardcopy or original documents, we suggest that you retain your own copies for your own records.

14Privacy and direct marketing

Privacy

Personal information about you, provided by you or other sources, is protected under the Privacy Amendment (Private Sector) Act 2000 (Cth). Disclosure of such information may be compelled by law (e.g. under the Social Security Act 1991 (Cth)). You also authorise us to disclose such information where necessary to others in furtherance of your claim/matter (e.g. within the law practice, to the Court, the other party or parties to litigation, to valuers, experts, barristers, etc.).

Direct marketing

You consent to us contacting you directly by telephone, email, text message, instant messaging, social media, post, facsimile and other telecommunications services for the purposes of maintaining our professional relationship with you, and sending you marketing information relating to our business.

Call recordings

You consent to us recording any voice or video calls (such as by telephone, Microsoft Teams, Google Meet, Skype, Zoom, WhatsApp, Signal, or other communications services) for the purposes of providing legal services to you, internal record-keeping, and confidential reporting to our insurers, or other disclosure as required by law.

15Trust account authority

Where you provide trust monies to us, you authorise and direct us to deposit such monies into our statutory trust account held in the State of Queensland.

For the purposes of section 249(1)(b) of the Legal Profession Act 2007 (Qld), you hereby authorise us to transfer from our trust account to our office account (or to any other trust account), any monies held on your behalf to pay any outstanding professional fees and outlays which you may owe us from time to time in relation to any matter for which we act on your behalf, including such costs incurred by us which we have not already paid, if the relevant procedures or requirements under the Legal Profession Regulation 2017 (Qld) are complied with.

You authorise us to disburse trust monies held on your behalf to any person whose bank account details you provide to us in writing together with a direction to pay that person.

16Independent advice

We recommend that you seek independent advice in relation to the nature and effect of these Terms of Service. By entering into these Terms of Service, you acknowledge and agree that you have been given an opportunity to seek such independent advice, and have either sought such advice or have chosen not to.

17Complaints

If you wish to make a complaint, please contact David Chung of our office by telephone at +61 414 700 599, or by email at [email protected]. We will use our best endeavours to resolve any issue which you may have.

18General provisions

Assignment

• You cannot assign, novate or otherwise dispose of any of your rights or obligations under these Terms of Service without our prior written consent.
• You agree that we may assign, novate or otherwise dispose of any or all of our rights or obligations under these Terms of Service without your prior consent.

Counterparts

These Terms of Service and our retainer letter may be executed by you and us exchanging executed counterparts (including counterparts executed by electronic signature). A copy of an executed counterpart sent by facsimile or email must be treated as an original.

Entire agreement

These Terms of Service and our retainer letter contain the entire agreement between the parties about its subject matter. Any previous representation, understanding, arrangement, agreement, or warranty relating to that subject matter is superseded by these Terms of Service and our retainer letter.

Joint and several liability

You acknowledge and agree that any person entering into these Terms of Service:

• is jointly and severally liable for the payment of all of our professional fees and outlays; and
• indemnifies us, and will keep us indemnified, from and against any loss or liability which we suffer or incur as a result of any breach of these Terms of Service by any other person who has entered into these Terms of Service.

Jurisdiction

These Terms of Service are governed by the laws of Queensland and each party submits to the non-exclusive jurisdiction of the courts of Queensland.

Severability

Any provision of these Terms of Service that is illegal, void or unenforceable will be read down or severed so as to preserve the remainder of these Terms of Service which will continue in full force and effect.

Variations

These Terms of Service may only be varied by a further written agreement signed by you and us.

Waiver

A failure or delay in the exercise or enforcement of any right, power or remedy available by law or under these Terms of Service by us will not in any way preclude, or operate as a waiver of, any exercise or enforcement of that or any other right, power or remedy. All waivers by us must be expressly given in writing to be effective and binding. No waiver by us of a breach of any provision of these Terms of Service will operate as a waiver of another breach of that provision or of a breach of any other provision of these Terms of Service.

19Interpretation

In these Terms of Service, unless the context otherwise requires:

• the singular includes the plural and vice versa;
• words of any gender include all genders;
• alternate grammatical forms of a defined term has a corresponding meaning;
• a reference to a clause, paragraph, schedule, annexure, or appendix is a reference to a clause or paragraph of, and a schedule, annexure, or appendix to these Terms of Service;
• a reference to a document includes the document as novated, varied, or substituted from time to time;
• a reference to a person includes a natural person, partnership, body corporate, association, joint venture, and governmental body, authority, agency or other entity;
• a reference to two or more persons is to any of them together and each of them individually;
• a reference to legislation or regulations includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
• 'including' and similar expressions do not limit the generality of any provision of these Terms of Service;
• a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms of Service or any part of it;
• a reference to time is to time in Brisbane, Queensland, Australia;
• a reference to A$, AUD$, dollar or $ is to Australian currency;
• headings and table of contents are for ease of reference only and do not affect interpretation.