Client Agreement General Terms

Elevate Legal Pty Ltd (ABN 69 611 683 731)
(Elevate Legalwe or us)
Dated: 1 December 2020
  

1. About these terms

  
These terms apply to the commercial legal & governance services provided by Elevate Legal Pty Ltd ABN 69 611 683 731 (Elevate Legal or us).

These terms, together with any letter or other document that sets out the scope of services and fees (Proposal), comprises a Disclosure Statement and a Cost Agreement (Client Agreement) under Part 4.3 of the Legal Profession Uniform Law (Vic) (Uniform Law).

In these terms, you means the person, company or organisation named as the client in our Proposal.

We may amend these general terms from time to time, by posting an amended version on our website, and by giving you notice of the changes (which may be via email or other cloud service).

  

2. Engaging us

  
If you wish to engage us, we will send you a Proposal setting out the scope of our services and how we will calculate and bill our fees. We will usually send the Proposal before we start the work; but, if we need to start work urgently, we will send it to you as soon as practicable.

We will usually send the Proposal by email, via MS Teams, our Clio legal software portal or other online collaboration tool. You may accept our Proposal by confirming online, or otherwise instructing us to go ahead with the work.
  

3. Providing Services to you

  
3.1 Services
You engage us to provide the Services described in our Proposal.  We agree to provide those Services with reasonable skill, care and diligence.

3.2 Communication
Our usual way of communicating with you is electronic (phone, email, MS Teams, Clio or similar).  We use Office 365 and other cloud-based services to share information, documents and other files and to most efficiently collaborate with you.  In communicating via these means, you accept the risk that security, confidentiality and data integrity cannot be guaranteed (and we are not liable for it) because of the possibility for unauthorised interception, manipulation and non-delivery.

3.3 Confidentiality
We acknowledge that while providing the Services, we will be given access to confidential information about your business, intellectual property, technology and finances.  We will only use that information to provide the Services.  Any information that is not in the public domain will be treated as confidential and, where appropriate, will be subject to legal professional privilege. Such information will not be disclosed to any third party unless either authorised by the Client or required by law.

It is fundamental to the professional relationship that any confidential information about, through or from a particular client would not be used by us to the advantage of other clients. Similarly, we would not disclose to you confidential information obtained through or from any other client, even if that information may be to your advantage.

3.4 Engaging another lawyer
In providing legal services for you, it may be necessary for us to engage another law practice to provide specialist advice or services.  We will consult with you about the terms of these engagements before incurring any expense. We will provide you with a statement setting out the rates and estimated costs of any other law practice we propose to engage as soon as the retained law practice provides this information to us.

3.5 Restrictions on Use of Advice
Unless previously agreed by us in writing, no advice, service or information provided by us to any client may be used or relied upon by any third party. We will accept no liability in respect of any third party’s use or reliance in contravention of this restriction.

3.6 Your obligations
You agree to: (a) provide full and honest instructions relevant to your matter and any material change in your circumstances that might impact on your matter; (b) co-operate in the matter and do all that we reasonably request of you in a timely manner; and (c) accept and follow our reasonable legal advice.
  

4. Fees

  
4.1 Charging Basis
How we charge will be agreed up-front in our Proposal.

Our charges are typically a fixed fee for a fixed scope of work, or a monthly or annual subscription fee or, for some transactions, a success-based fee.  Where we agree a fixed fee or a success fee, you acknowledge that: the fee reflects the value to you of our services, rather than the time it takes us to provide the services; and that the agreed fee is fair and reasonable in all the circumstances.

In limited cases we may charge on an hourly rate, in which case, where the Client requires work to be performed with special urgency or outside working hours, we may add a reasonable surcharge.

Where you request additional Services that are not included in a fixed fee, we will both agree in writing to a separate fixed fee for those additional services, or we will charge you a time-based fee according to our then-current hourly rates.  Any additional services and fees will be added to the scope of your Client Agreement with us.

4.2 Adjustment
We may adjust our fees, including subscription fees and hourly rates, once per year.

4.3 Expenses
You will reimburse us for reasonable out-of-pocket expenses incurred in performing the Services, including Government charges, ASIC and ASX fees, specialist third party software or web-services charges, postage or courier fees and travel and accommodation costs.  We will show all expenses separately on our invoices and we will seek your approval before incurring any expense over $1,000.

4.4 Invoicing and Payment 
We will invoice you monthly, or at specific milestones if agreed.  We will send you invoices by email or via a cloud-based service.

You agree to pay our invoices within 14 days of receipt, by direct credit to the bank account shown on our invoice.  You are responsible for any bank fees or foreign exchange charges.  If you do not pay our invoice on time, we may charge you interest at the Cash Rate Target, as fixed by the Reserve Bank of Australia, plus 4%, at the date the invoice is issued.  We may also be entitled to exercise a common law right known as a ‘solicitor’s lien’. The lien allows us to retain your documents until our invoice is paid.

4.5 Your rights
Under the Uniform Law you have the following rights:

  • To negotiate a Client Agreement with us; and to negotiate the billing method with us.
  • To receive a Bill of Costs from us.
  • To request an itemised Bill of Costs within 30 days after receiving a bill that is not itemised, or is only partially itemised, from us. (Note that this will include details of the work we have performed, but if we have agreed to a fixed fee, this will not include details of our time spent on the matter.)
  • To request a written report of the legal costs incurred to date or since our last bill (if any), and we must provide such a report within a reasonable period and without charge.
  • To be notified of any significant change to the basis on which legal costs will be calculated or any significant change to the estimate of total legal costs.
  • To seek the assistance of the designated local regulatory authority (Victorian Legal Services Commissioner) in the event of a dispute about legal costs.

If you have any queries about our fees, please contact us at info@elevate.legal.
  

5. Term

  
We will start providing the Services from when you accept our Proposal, or other date agreed by us. The minimum term for the Services (if any) will be agreed in the Proposal.  At any time after this minimum term, either of us may terminate the engagement as follows:

  • Where the Services are being provided on an ad-hoc basis, for an hourly or daily rate – termination at any time;
  • Where the Services are being provided for a fixed scope project, on a fixed price basis – termination by one week’s notice, with a pro-rata fee payable for work done up to termination;
  • Where the Services are being provided on a retainer or subscription, for a monthly fee – termination by one month’s notice (unless a different notice period is quoted in the Proposal).

We may also suspend providing the Services if we believe you are in breach of your obligations under these terms.  The Client will pay for any Services provided or expenses incurred up to the termination date.
  

6. Liability

  
Our liability is limited by a scheme approved under Professional Standards Legislation.  In essence, the scheme caps our occupational liability to an amount (as at the date of this engagement, $1.5 million) and to the extent that liability can be limited under the Professional Standards Act 2003 (Vic).  Elevate Legal will ensure that it maintains compulsory professional indemnity insurance for so long as it provides the Services.

In respect of the liability of Elevate Legal (and each of its directors and employees) for any loss or damage you suffer arising out of the Services we provide, including liabilities for breach of contract, tort including negligence, in equity, by virtue of any statute or any other cause of action: (a) our liability is limited to the amount we are entitled to be indemnified (or would be entitled to be indemnified but for this clause) in respect of that liability under the terms of our compulsory professional indemnity insurance; (b) we shall not be liable for any indirect or consequential damages, lost profits, loss of data, reputation or goodwill; and (c) our liability is reduced proportionally where your acts or omissions contribute to your own loss.

In order to provide the Services, we will rely on information provided by the Client, its related bodies corporate and their directors and other advisors.  You acknowledge that we are not obliged to independently verify this information and are entitled to assume that any forecasts or statements about future events made on behalf of the Client have been reasonably prepared in good faith and are based on reasonable grounds.  The Client indemnifies us for any losses and claims arising from information given by or on behalf of the Client which is inaccurate, incomplete, false, misleading or deceptive, or which belongs to someone else or breaches someone else’s intellectual property rights.
  

7. Your Documents

  
Your documents may be destroyed after seven years from the date of our final invoice unless you write to us requesting retention for a longer period. At the end of the matter, and provided our invoices are paid in full, we will release your file and your documents as you direct.
  

8. General Terms

  
The Client has retained Elevate Legal as an independent contractor.  Elevate Legal (and each of its directors and employees) is not Client’s employee, partner or joint venturer.  If any part of these terms are invalid, illegal or unenforceable, the parties intend that the remaining parts shall be effective and enforceable.  The Client Agreement (comprising these terms plus the Proposal) sets out the entire agreement between the parties relating to the Services.  The Uniform Law as applied in Victoria is applicable to these terms and the Client Agreement.  We both agree to the exclusive jurisdiction of courts in Victoria to hear any disputes arising from this Client Agreement or our performance of the Services.