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.
4.6 Debt Collection Costs – In the event that any invoices are not paid by the due date, you agree to pay all costs incurred by us in the collection of such debts, including but not limited to legal fees, debt collectors fees, court costs, and administrative expenses.
4.7 PPSR – You grant us a security interest in all your present and after-acquired property as security for the payment of the fees and the performance of you other obligations under this Agreement. We may register our security interest on the Personal Property Securities Register and take any other action necessary to perfect and enforce our security interest.
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 & AI Tools
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).
7.2 AI- Assisted Tools and Automated Document Processing – We may use AI-Assisted Tools, secure technology providers and automated document processing tools to assist in the provision of the Services, including:
(i) receive and store documents;
(ii) extract information from documents;
(iii) assist with document review;
(iv) prepare internal summaries; and
(v) assist in preparing draft documents.
Any legal advice or final deliverable prepared using or with the assistance of such tools or technology will be subject to human review and professional judgment prior to delivery.
7.3 – We will not input your Confidential Information into publicly available AI-Assisted Tools that train on user-supplied data without your prior written consent.
7.4 – You acknowledge that content generated or modified using AI-Assisted Tools may have limitations in relation to originality and copyright protection. Where AI-Assisted Tools are used, we will apply human skill and judgment to the Deliverables in a manner consistent with professional standards and applicable law.
7.5 – Except as expressly stated in this Agreement, we do not warrant that content generated or modified using AI-Assisted Tools, or any Deliverables incorporating such content, will not infringe the Intellectual Property Rights of third parties.
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:
AI-Assisted Tools – software systems that generate or modify content using statistical or machine-learning models based on user inputs.
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).
INDEPENDENT LEGAL ADVICE FOR LOANS AND GUARANTEES: SERVICE SCHEDULE
Application of this Service Schedule – This Service Schedule applies to our fixed fee Independent Legal Advice for Loans and Guarantees service and forms part of, and is to be read together with, our general Terms and Conditions of Business and the relevant Proposal or booking confirmation. Where this Service Schedule specifically addresses the Independent Legal Advice service, it applies to that service in addition to the general Terms and Conditions of Business.
1 Scope of Services
1.1 Services – Our fixed fee Independent Legal Advice service includes:
(i) reviewing the loan, guarantee, mortgage, security and related finance documents provided to us before the appointment, to the extent reasonably necessary for us to provide the independent legal advice required by the lender;
(ii) meeting privately with the guarantor by video conference to provide independent legal advice regarding the nature, effect, obligations and material risks of the documents relevant to the guarantor;
(iii) providing the guarantor with a reasonable opportunity to ask questions regarding those documents and their obligations under them;
(iv) attending to any identification, witnessing or execution requirements ordinarily required as part of the independent legal advice appointment and which can reasonably be completed remotely;
(v) completing and signing the lender's solicitor's certificate, independent legal advice certificate or similar document, provided that the solicitor is professionally satisfied that it is appropriate to do so;
(vi) returning the completed certificate and associated documentation by email to the client, lender, broker or other nominated recipient as appropriate; and
(vii) reasonable administrative liaison with the lender or broker for the purpose of obtaining documents and returning the completed certificate.
1.2 Limited scope – The Services are limited to providing the independent legal advice required in connection with the relevant loan or guarantee transaction. They do not constitute general advice regarding the transaction or the client's broader legal, financial or commercial affairs.
2 Services Outside the Fixed Fee
2.1 Excluded Services – Unless expressly agreed otherwise in writing, the fixed fee does not include:
(i) advice about whether the loan, guarantee, investment, property purchase or transaction is commercially or financially suitable for the guarantor;
(ii) financial, investment, taxation, accounting, superannuation or financial planning advice;
(iii) advice regarding the establishment, operation or compliance of an SMSF, including whether the proposed transaction complies with superannuation legislation, the SMSF's governing documents or any applicable investment strategy;
(iv) negotiating, amending or corresponding with the lender regarding the terms of any loan, guarantee, mortgage, security or other finance document;
(v) advice regarding the underlying property purchase, sale, construction, investment, business acquisition or other transaction being financed;
(vi) reviewing documents that were not provided to us before the appointment, or documents that are subsequently issued, amended, replaced or supplemented;
(vii) further advice or an additional appointment required because documents are incomplete, additional documents are subsequently provided, or the transaction or finance documents change;
(viii) advice to any person other than the guarantor or guarantors identified in our engagement;
(ix) advice regarding any dispute with the lender, borrower, broker or another party;
(x) advice regarding insolvency, bankruptcy, enforcement or an actual or anticipated default, except to the extent reasonably necessary to explain to the guarantor the material consequences of the guarantee or finance documents;
(xi) providing any certificate, declaration, confirmation or opinion that the solicitor is not professionally satisfied they can properly provide;
(xii) witnessing, identification, verification or execution requirements that cannot reasonably be completed as part of our standard remote appointment or which require additional work;
(xiii) substantial liaison or correspondence with the lender, broker, accountant, financial adviser or another third party beyond what is reasonably required to complete the standard service;
(xiv) express postage, courier fees or physical delivery of original documents; and
(xv) any additional work arising from lender specific requirements that falls outside our standard independent legal advice process.
2.2 Additional work – If work outside the fixed fee scope is required, we will advise the client before undertaking that work and advise of any additional fees or expenses.
3 Client's Responsibility for Documents
3.1 Documents – The guarantor is responsible for ensuring that we receive complete and current copies of all documents relevant to the independent legal advice before the appointment.
3.2 Reliance on information – We may rely on documents and information provided by the guarantor, lender, broker or the guarantor's other representatives without independently verifying that information.
3.3 Incomplete or amended documents – If documents are incomplete, are provided too close to the appointment for us to reasonably review them, or are amended or supplemented after our review, we may reschedule the appointment or require an additional appointment and additional fees may apply.
4 No Guarantee That We Will Issue a Certificate
4.1 No guarantee – Booking and paying for an appointment does not guarantee that we will sign or issue a solicitor's certificate.
4.2 Professional satisfaction – The solicitor must be independently satisfied that the guarantor understands the nature and effect of the relevant documents and the material risks and obligations arising from them, and that it is professionally appropriate to provide the requested certificate.
4.3 Further requirements – We may decline to provide a certificate, require further information or documents, recommend that the guarantor obtain additional advice, or require a further appointment where we consider this necessary.
5 Private Appointment
5.1 Private advice – The independent legal advice appointment must be conducted privately with the guarantor. The borrower, broker, lender, financial adviser and other interested parties must not participate in or be present during the substantive advice component of the appointment unless the solicitor expressly agrees otherwise.
5.2 Confirmation of privacy – We may require confirmation that the guarantor is alone and able to receive the advice independently and confidentially.
5.3 Joint clients – Where we act for multiple guarantors as joint clients, this clause is subject to clause 3.3 (Joint Clients) of our general Terms and Conditions of Business.
6 Timing and Settlement Deadlines
6.1 Appointment availability – Any appointment availability or turnaround time advertised by us is subject to our receiving complete and current documentation with sufficient time to review it.
6.2 Transaction deadlines – We are not responsible for a missed settlement, funding or other transaction deadline caused by incomplete or late documentation, changes to the transaction or documents, lender requirements, third party delays, or other circumstances outside our reasonable control.
6.3 Urgent advice – Clients requiring urgent advice should ensure that all documents are uploaded as soon as possible after booking.
7 Authority to Communicate with Broker and Lender
7.1 Authority – Despite clauses 2.2 and 2.3 of our general Terms and Conditions of Business, the guarantor authorises us to communicate with their broker, lender and other nominated transaction parties for the limited purpose of obtaining documents, confirming administrative matters relating to the appointment, and providing completed certificates or other documentation necessary to complete the independent legal advice process.
7.2 No third-party relationship – This authority does not make the broker, lender or any other third party our client, and we do not assume any duty of care or liability to those persons merely because we communicate with them or provide them with a certificate or other document.
8 Fees
8.1 Standard fixed fee – The standard fixed fee for the Independent Legal Advice service is $550 + GST for up to two guarantors attending the same appointment.
8.2 Additional guarantor – Each additional guarantor attending the same appointment will be charged at $100 + GST per guarantor.
8.3 Physical delivery – Express postage, courier and any other physical document delivery is charged at $50 + GST.
8.4 Additional work – Additional appointments, review of amended or additional documents, negotiations and other work outside scope may incur an additional fee, which we will advise before undertaking the additional work.
9 Online Appointments and Technology
9.1 Remote Services – The client consents to the Services being provided remotely, including by video conference, electronic communications, electronic document storage and electronic signing where appropriate.
