Terms & Conditions

Our Legal Services Costs and Other Disclosures and Terms and Conditions of Sale (“these Terms”)

These Terms disclose information about the costs of our legal services, and your rights and obligations, as required by the Legal Profession Uniform Law (NSW) ("the Act").

To accept the terms and conditions of these Terms including the Privacy policy, click the "I ACCEPT" button at the end of these Terms.

If you do not accept the terms and conditions of these Terms including the Privacy Policy, click the
"I DECLINE" button. Your order will then not proceed.

Acknowledgement and Acceptance of These Terms

If you accept these terms you acknowledge and agree that:

(a) the terms constitute a costs agreement that you have entered with our firm

(b) you have had sufficient chance to read and understand these terms and conditions;

(c) you understand these terms and conditions and consent to them, the costs (fees) set out in them and
the proposed course of action for us to provide the product and otherwise deal with your matter;

(d) you are bound by them as they apply at the time;

(e) you have been given the choice of accepting or rejecting them;

(f) you have full power to agree to the terms and retain our firm; and

(g) you will be personally liable to us as a result of any instructions given or any order
placed for a product.

We agree:

(a) to provide a product on condition that you accept these terms and conditions and pay our fees
in the way required; and

(b) that these Terms apply on and from the day you order a product and ends in accordance with the
terms and conditions as outlined in these Terms.

GST

All rates, charges, expenses etc in this document are GST exclusive unless otherwise stated. Where the service provided is subject to GST, GST of 10% will be added and charged to you.

How Costs are calculated

Professional Fees

For your information our hourly rates are:

(a) Peter Townsend	$590.00 (plus 10% GST)
(b) Michael Hallinan	$550.00 (plus 10% GST)
(c) Brian Hor	$550.00 (plus 10% GST)
(d) Laurence Hibbert	$500.00 (plus 10% GST)
(e) Elizabeth Wang	$300.00 (plus 10% GST)
(f) Nashita Chowdhury	$250.00 (plus 10% GST)
(g) Paralegals	$150.00 (plus 10% GST)

Travel time is charged at 50% of the above hourly rate plus 10% GST.

These rates will be proportionately charged for work involving shorter periods less than an hour. Our charges are structured in 6 minutes units. For example, the time charged for an attendance of up to 6 minutes will be 1 unit and the time charged for an attendance between 6 and 12 minutes will be 2 units.

Charges

We will charge you as follows for reasonable expenses we incur. We will seek your approval for any single expense over $100.

(a) Printing & photocopying - each time we photocopy or print a document:

(i) less than 20 pages: $ 6.00 (plus 10% GST)

(ii) 20 pages or more: $12.00 (plus 10% GST)

(b) Facsimile: no charge

(d) File storage:

We must archive your file for a minimum of seven (7) years once it is finished. File storage and
destruction costs depend on the size of the file.

(i) Small files: no charge
We will scan the file and destroy the hardcopy document.

(ii) Medium files ( less than one box): $70 (plus 10% GST)

(iii) Large files (minimum one box): $200 (plus 10% GST) per box

          If you require the file or a copy of the file after it has been sent to our off-site storage facility, a charge
          not exceeding $150 per box will apply for the retrieval and re‑archiving of the box in which the file has
          been stored. To collect the file you will have to attend our office and provide photo identification for
          security and privacy purposes.

Expenses & Disbursements

We may incur expenses and disbursements (being money which we pay or are liable to pay) to others on your behalf. These may include: search fees, enquiry fees, court filing fees, process servers fees, experts reports, witnesses expenses, travel expenses, transcripts, barristers fees, stamp duty and other such like expenses (this list is not meant to be exhaustive).

We will inform you of these expenses and disbursements as well as any other payments required to be made, as soon as is reasonably practicable.

We may determine from time to time which of the following payment terms apply to the supply of products by us to you or at your direction:

credit card or debit card payment immediately prior to supply;
EFT to our bank account immediately prior to supply;
cash or cheque prior to supply; or
payment within 30 days of issue of tax invoice.

When you purchase a product, you agree to comply with the payment terms as determined and advised by us. You agree that each payment you make for the purchase of a product is non-refundable and non-exchangeable except at our absolute discretion in exceptional circumstances. Any request for a refund must be made to us in writing setting out any information or materials we ask for that we believe are relevant to our decision. If we do not receive payment of the Fees, we may assume that you do not wish to purchase a product document and we are under no obligation whatsoever to provide a product document. Despite anything else in these Terms, we reserve the right to amend the fees charges and expenses published in our price list from time to time, without prior notice.

Estimates of Costs

For instructions we receive where we indicate prior to receipt of those instructions that our fee is a fixed fee, we will charge the fixed fee as set out in any material issued by us for the specific role described in that material. If you vary your instructions we are entitled to vary the fee we will charge. For instructions we receive where we have not indicated a fixed fee we will provide an estimate for your consideration before commencing work or, if time does not permit, then as quickly as possible after we commence work.

Estimates provided by us are not quotations and are subject to change. We will contact you if the estimate varies and will provide the reasons and give you an opportunity to amend your instructions.

Where it is not possible to provide an accurate estimate of the total costs we may instead provide a range of estimates of total costs (excluding GST) for different stages. There may be a number of stages in your matter, which will vary according to its complexity.

Estimates are made on the information available to us at the time. They may, and probably will, change when more information is available to us. The major factors which will affect the estimates include unforseen additional negotiations with third parties or their solicitors, preparation of documents not included in the work specified above or additional work required because your instructions may not have been sufficient.

Billing Arrangements

For fixed fee work payment of the quoted fixed fee is due prior to release of documents or provision of our services. A tax invoice will be provided with the documents. For all other matters we will send you a Tax Invoice (bill of costs) containing information of our professional fees and charges, disbursements and expenses, including GST, either after completion of the work, or monthly, or at other times as agreed with you, when the work is in progress.

You can ask for an itemised bill or a progress report on fees at any time. Your bill may be signed using the electronic signature of our Principal. If our client is a company each member of the board is personally liable for the payment of our tax invoices. You have the right to receive a bill from us and to request an itemised account if any bill we send you is not itemised or only partly so. You have the right to seek the assistance of the designated local regulatory authority in any dispute about legal costs.

Interest on unpaid costs
If our costs are not paid within 30 days of giving you our Tax Invoice, we may charge you interest on the unpaid amount at or under the maximum rate prescribed in the Legal Profession Uniform Law Regulations (NSW).

Dispute as to legal costs

In addition to the rights set out in the “Form of disclosure of costs to clients”, you also have the right to have the costs mediated if the dispute is less than $10,000 (referral for mediation must be made before an application for assessment is accepted by the Manager, Costs Assessment).

Persons responsible for your matter and legal costs

Ultimate responsibility for your file rests with the firm’s Principal, Peter Townsend. You may contact him regarding your matter and your legal costs. Other persons may assist him from time to time with the conduct of your matter. Please see our disclosed charge out rates.

Form of disclosure of costs to clients

(Clause 109A Legal Profession Regulation 2005 – Form 2)

Legal costs – your right to know

You have the right to:

negotiate a costs agreement with us
receive a bill of costs from us
request an itemised bill of costs after you receive a lump sum bill from us
request written reports about the progress of your matter and the costs incurred in your matter
apply for costs to be assessed within 12 months if you are unhappy with our costs
apply for the costs agreement to be set aside
accept or reject any offer we make for an interstate costs law to apply to your matter
notify us that you require an interstate costs law to apply to your matter.

For more information about your rights, please read the facts sheet titled Legal Costs – your right to know. You can ask us for a copy, or obtain it from your local law society or law institute (or download it from their website).

Substantial changes to disclosure
You will be informed, as soon as is reasonably practicable, of any substantial changes to anything contained in these Terms.

Engagement of other consultants
It may be necessary for us to engage, on your behalf, the services of other specialists such as barristers, experts or agents. We will consult you as to the terms of their engagement. You may be asked to enter into a costs agreement directly with them. You agree to pay the reasonable costs of any such specialist, even if their contract is with us.

Termination of the agreement constituted by these Terms

We will not be able to continue to work for you:

(a) if you fail to pay our bills;

(b) if you fail to provide us with adequate instructions within a reasonable time;

(d) if we, on reasonable grounds, believe that we may have a conflict of interest;

(e) if it appears on reasonable grounds that you have lost confidence in us; or

(f) for any other just cause.

We will give you at least seven (7) days’ notice of our intention to terminate our agreement, and of the grounds on which the notice is based. You may terminate this agreement at any time.

If the agreement is terminated, you will be required to pay our professional fees and charges for work done, and for expenses and disbursements incurred, up to the date of termination. For lump sum fee matters, you must pay the part of our lump sum fee that we reasonably estimate has been incurred in respect of the legal services provided to you up to the date of termination, plus charges, expenses and disbursements, subject to your right to a costs assessment.

On termination, we are entitled to retain possession of your papers and documents while there is money owing to us for our charges and expenses, unless and until security is provided for our costs.

Retention of your documents
We will, on completion of the Work, return any papers to which you are entitled, but leave in our possession all other documentation (except documents deposited in safe custody) for a minimum of seven (7) years. You hereby give your authority to destroy the file seven years after the date of the final Tax Invoice rendered by us in this matter. After 6 months your file is sent to our off site storage facility. If you require your file after this time a $150 retrieval fee will be charged to you.

Copyright

We retain copyright in all documents created by us although you of course have a perpetual licence to use those documents.

Privacy Protection

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

Please note that we are an exempt small business as defined in the Privacy legislation and therefore not required to comply with the National Privacy Principles.

Trust Account
To reduce overheads we do not operate a Trust Account. If you are to pay money in advance of receiving a service you can provide us with credit card details and an authority to process the credit card payment at the time of delivery of the work or you can deposit money into a bank account of which you and we are joint signatories so funds cannot be withdrawn without the approval and signature of both of us. In these latter circumstances you agree to approve the payments from that bank account for fees and charges, including those of external consultants, barristers and the like, and to sign the necessary withdrawal form fourteen (14) days after receipt of our account, provided you do not dispute the account. You must pay all the costs and bank fees relating to the establishment, running and ultimate closure of the account.

Applicable Law

The law of NSW applies to these terms.

Ownership of Intellectual Property Rights

You acknowledge and agree that we own or are the authorised users of all intellectual property rights and know how in connection with a product and any updates, enhancements, adaptations or new releases of the same.

You acknowledge and agree that you do not have any proprietary or other rights in any of this intellectual property and know how except as granted to you by us for the sole purpose of using a product under these Terms.

You acknowledge and agree to prevent any unauthorised use or copying of all or any part of a product or of our intellectual property by you or any third party and to notify us as soon as you become aware of any such action.

The delivery of a product constitutes the grant to you of a perpetual non-exclusive non-transferable licence to use the product but is not an assignment of any legal rights in the product all of which are retained by us.

So-called e-forms (documents sold via our Website for a fixed fee) are for the exclusive use of the purchaser for their own use or in assisting one only of their clients for whom they purchased the e-form. Training products sold via our Website are for the exclusive use of the purchaser and their officers and employees only. Products may not be on-sold, hired, leased or distributed to any other third party

Confidentiality

Each party agrees to:

(a) keep confidential any information held by the other party that could reasonably be regarded
as confidential;

(b) use it only for the purposes of this agreement; and

(c) only disclose the confidential information of the other party by consent of the other party or as
compelled by the law.

Your Warranties Indemnities and Obligations

You warrant:

(a) you will promptly supply the materials and information requested by us in order to use a product
and we may assume and rely on the accuracy and completeness of the same unless we have
actual knowledge to the contrary;

(b) you will not modify the product documents in any way after they have been sent to you without our
prior written approval; and

(c) at all times during the term of this agreement you have full power and authority to enter into and
perform this agreement.

You indemnify us:

(a) against any costs, charges, losses, liabilities, damages or expenses reasonably incurred by us
arising either directly or indirectly out of, or in connection with:

(i) a breach of this agreement by you;

           (ii)    a failure or delay by you to act on any recommendation made to you by us; or
           (iii)   any act, misuse or omission (including negligence or fraud) of you or one or more of your
                    officers, representatives, agents or contractors; however, you will not be liable to us to the
                    extent that the cost, charge, loss, liability or expense is caused or contributed to by our
                    default, wilful misconduct or negligence; and

(b) against any costs, charges, losses, liabilities, damages or expenses that any of you,
your client or third party suffers because:

(i) a product is not suitable for its intended purpose or circumstances;

(ii) you fail to obtain professional advice;

            (iii) the answers you provide to questions asked of you when using a product were
                     inaccurate or incomplete; or
            (iv) you modify the e-Form document after it was provided to you.

You warrant and represent that you have not relied on any representations made by us which are not set out in this agreement.

Liability and Service Disclaimer

Under this agreement, we will:

(a) exercise the due care, skill and diligence of a reasonable person in carrying out
our functions; and

(b) comply with all relevant statutory legislation to the extent that it may concern any of
our powers, duties or functions.

The only terms implied into these Terms are those which cannot be lawfully excluded. Where these Terms involve the supply of goods or services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of these Terms (other than the Australian Consumer Law, as amended from time to time) will be limited, at our option as the case may be, to any one or more of the payment of the cost of supplying the goods or services again or payment of the cost of the goods or services being supplied again.

Subject to previous clause and otherwise to the maximum extent permitted by law, our liability to you for all loss or damage suffered or incurred by you in connection with this agreement (including all loss arising from any breach by us of this agreement, our negligence or any breach of statute) is limited as follows:

(a)     we are not and will not be liable to you for any indirect or consequential loss (including loss of profit)
          or damage suffered or incurred by you, or for any special or punitive damages, in relation to or
          arising out of the provision of a product, however caused, on any basis of liability, whether in an
          action in contract, strict liability, tort (including negligence) or otherwise, and whether or not you are
          aware of the possibility of such damage; and

(b)     our total and entire liability to you for all loss or damage suffered or incurred by you in relation to or
          arising out of this agreement, however caused, on any basis of liability, whether in an action in
          contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has
          been advised of the possibility of such damage, shall be limited in the aggregate to the fees paid
          to us by you for a product, less:
          (i) all GST paid in relation to those Fees; and

(ii) all amounts already paid or payable to you by us during that period for any other claims made
by you relating to this agreement; and

(c) we are not responsible for any liability, loss, damage or expense that arises directly or indirectly from a
problem that occurs by any virus infecting a product;

(d)     we are not and will not be liable to you for any loss (including loss of profit) damage, expense, cost or
          liability (whether direct, indirect or consequential) suffered or incurred by you in relation to or arising
          out of the provision of a product, however caused, on any basis of liability, whether in an action in
          contract, strict liability, tort (including negligence) or otherwise, and whether or not you are aware of
          the possibility of such damage; and

(e)     subject to all of the preceding clauses we act for you on the basis that the total liability we will have to
          you will be no greater than the limit set for the time being by the Solicitors Limitation of Liability
          Scheme regardless of whether or not that Scheme applies in the circumstances of your file, to the
          specific advice, product or services we provided or to the dispute.

The e-form you order depends on your answer

In purchasing a product, you understand, accept and agree that:

(a) certain information is included in the product documents as a result of the information you provide
to us;

(b) you are solely responsible for the information included in the document as a result of the information
you provide to us;

(d)     we will not be able to provide you with a product if you fail to provide us with the material and
          information we request from you from time to time and you will release us from all liability for
          failure to do so in such circumstances; and

(e)     while we use all reasonable endeavours to protect all material and information at all times, we are
          not, will not and cannot be responsible for any unauthorised access to the information and your
          use of the Website is strictly on the basis that you accept all such risk.

Communication and Notification Rules
We will send all our communications and notices electronically and we take no responsibility for communications you do not receive for any reason. You must keep us continually updated with your current email address. In agreeing to these terms you agree to us sending documents (including tax invoices) electronically and you release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by a transfer.

You must inform us immediately if any online delivery of a product fails. You must provide all available evidence of the reason for such failure and assist us to rectify such failure. If the failure continues we may choose to re-deliver the product or to credit the purchase price against the purchase by you of a different product. Products which we have deleted from our range of available products cannot be re-delivered.

No products can be delivered until payment is received and credited to our stated bank account. We may refuse supply of any order at any time without providing any reason therefore in which event any payment will be refunded.

We will keep you well informed of the progress of your files. Sometimes we may forward copies of correspondence and documents to you, which you should keep. To ensure efficient progress of your files and use of our services, we recommend you

keep records, (written communications provide a valuable record of your instructions)
keep us fully informed of all developments on your files
prepare for meetings and have available any documents that might be useful such as letters, notes, minutes of company meetings and the like
don’t sign documents or agree to any arrangement touching on your files before consulting us.

General

Nothing in this agreement constitutes superannuation or legal services or financial product advice to you.

A party will not be liable for any non-performance of its obligations (except payment) where that non-performance results from matters beyond its reasonable control.

We may subcontract all or any part of the supply of a product under this agreement

We may assign or novate this agreement to any third party without your consent.

Unless otherwise specified, this agreement may only be amended by agreement in writing signed by the parties.

This agreement is governed by and must be construed in accordance with the laws of the State of New South Wales and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction.

Any provision of these Terms which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of these Terms which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms. This clause does not apply to a fundamental term of this agreement nor to any clause which, if severed, would materially affect a fundamental term of this agreement.

Future Amendments to the Law

A number of recent decisions have made solicitors liable for not advising their clients when the law changed after the original advice was given. We must therefore address that situation in this retainer agreement. Any advice we provide to you at any time will be in accordance with the law as it applies at the date of our advice. We will not provide advice on any future changes to the law unless you specifically request us to do so. In entering this retainer agreement with us you acknowledge that you have not asked us to advise you whenever the law changes in future, that such an obligation is not part of this retainer agreement, that you are not relying on us to provide that advice and that you specifically release us from any obligation to provide that advice and from any liability as a result of not providing it (whether that obligation or liability arises in contract, in tort or under any statute).

Interpretation

In this Agreement unless the contrary intention appears:

1. the singular includes the plural and vice versa;

2. the word "person" includes a firm, a body corporate, an unincorporated association, corporation or
government authority or department;

3. words denoting one gender include every gender;

4. where any word or phrase is given a defined meaning any other part of speech or other grammatical
form of that word or phrase has a corresponding meaning;

5.     where the day on or by which any act matter or thing is to be done is a Saturday, Sunday or a public
        holiday such act matter or thing may be done on the next day which is not a Saturday, Sunday or
        public holiday;

6. headings are inserted for convenience and do not affect the interpretation of this Agreement;

7. a reference to a person includes a reference to the person's executors, administrators and
successors;

8.     a reference to a statute, code or other law includes regulations, proclamations, ordinances, by-laws
        and other instruments under it and includes all consolidations, amendments, re-enactments or
        replacements of any of them occurring at any time before or after the date of this Agreement;

9.     a reference to this Agreement or another instrument or document includes any amendment, variation,
        replacement, novation of, supplement to or attachment to this Agreement or that instrument or
        document;

10. a reference to currency is in Australian dollars;

11. any attachments and schedules form part of this Agreement; and

12. these Terms may be varied from time to time. You must review these Terms and conditions regularly.
You are deemed to have accepted a variation if you continue to use the Website 30 days after a variation
has been posted onto the Website.

Dictionary

In this Agreement, unless the context otherwise requires:

“document”			means a document you order which is delivered to you via our Website;
“e-Form”			means any document available for purchase from us through the Website and which is referred to on the Website as an e-Form together with any other services which we provide to you which are ancillary to such e-Form
"Fees"			means the fees payable under this Agreement calculated on the fees, charges and expenses published on the Website from time to time;
“GST”			means Goods and Services Tax as defined in any law regulating GST in Australia and includes A New Tax System (Goods and Services Tax) Act 1999 as amended (“the Act”);
"party" or "parties"			means you and/or us as the context suggests;
“professional adviser”			means an accountant, registered tax agent or a licensed financial planner;
“product”			includes a service;
“training product”			means any product available from the “my e-PD” section of the Website being an educational aid aimed at increasing the knowledge of the user;
"we" and "us"			means the firm of solicitors trading as Townsends Business & Corporate Lawyers;
"Website"			means www.townsendslaw.com.au and any other website through which we make products available for purchase from time to time; and
"you"			means the person using a product, including a person using a product as agent of another person in which case ‘you’ means the agent or the agent’s principal, or both the agent and the agent’s principal.