1. Parties
1.1 These Terms and Conditions (also, Agreement) are a legally binding agreement between you (you) and 671 749 018 Pty Ltd (ACN 671 749 018) (we, us, or our).
1.2 In this Agreement, any reference to “you” includes any Legal Professional that is the subject of a Profile and any Law Practice, business, body corporate, or other person that creates a Profile on behalf of a Legal Professional.
2. Introduction
2.1 These Terms and Conditions are in addition to the General User Terms and Conditions located at [insert link] (General Terms) and any other terms, conditions, policies, notices, or disclaimers on the Website. Any capitalized terms in this Agreement that are not defined in this Agreement have the same meaning given in the General Terms.
2.2 By signing up as a Legal Professional or as a Law Practice, business, or other person or body corporate on behalf of one or more Legal Professionals on the Website, you expressly accept and agree to be bound by this Agreement in the relevant capacity or capacities. You should review this Agreement carefully and if you do not agree to the terms of this Agreement, then you should not click accept this Agreement, “Sign Up,” or any other similar registration process on the Website. If you are using the Website on behalf of a Legal Professional, Law Practice, business, or other person or body corporate, you may only do so if you have authority to agree to the Agreement on behalf of that Legal Professional, Law Practice, business, or other person or body corporate (as relevant).
2.3 We reserve the right to review and amend this Agreement at any time by notice to you. Your continued use of the Website and the Subscription after we make any amendments to the Agreement (as posted on the Website and notified to you) will constitute your acceptance of any such changes and you will be bound by those changes. If you do not agree to any changes, you must cancel your Subscription in accordance with clause 9.1 immediately.
2.4 Where the provisions of any consumer protection law or other mandatory legislation that cannot be legally excluded apply, this Agreement will be read subject to the application of that law, and in the case of any conflict, the provisions of that law will apply.
3. Nature of Relationship
You acknowledge and agree that nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, or any joint venture, partnership, or similar arrangement between us and you.
4. Subscription
4.1 In consideration for the mutual promises in this Agreement, the parties agree that on and from the Commencement Date:
(a) we will provide the Subscription to you during the Term on the terms and conditions set out in this Agreement; and
(b) you will comply with the terms of this Agreement and the General Terms.
4.2 You acknowledge and agree that:
(a) your use of the Subscription must be strictly in accordance with the terms of this Agreement and the General Terms; and
(b) you may be required to sign, or otherwise acknowledge (digitally or otherwise), your acceptance of this Agreement and/or the General Terms:
(i) on or about the Commencement Date;
(ii) upon accessing the Subscription for the first time;
(iii) after the terms of this Agreement and/or the General Terms have been updated; and/or
(iv) at such other times as reasonably required by us.
5. Legal Professional Eligibility and Approval
5.1 In order to sign up to the Subscription, you (or your Legal Practice, as relevant) will be required to provide to us the following details:
(a) your personal information including your name, your email address, and your contact number;
(b) your firm’s details including the name of your firm, the industry of your firm, the address of your firm, and a short description of your firm;
(c) your profession title;
(d) your specialization;
(e) type of legal professional;
(f) your position;
(g) years of experience; and
(h) a brief description of your professional bio, notable cases/achievements, and attributes.
5.2 To be eligible for listing on the Website, you must meet the following criteria:
(a) provide accurate and complete information about yourself, the business, and any other information reasonably requested by us during the application process;
(b) provide your current Australian Practising Certificate; and
(c) have an active and valid Subscription.
5.3 The approval process is at our sole discretion. We reserve the right to approve or reject applications based on its criteria and the availability of listing spaces on the Website.
5.4 You acknowledge that we may provide third parties with your details for the purpose of performing various identity check procedures, including but not limited to verification of your identity, law degree, current Australian Practising Certificate, and/or professional indemnity insurance coverage. You consent to any identity check we reasonably commission.
5.5 You are responsible for ensuring the accuracy and currency of the information provided for your Profile. Any changes or updates should be promptly communicated to us and/or updated on your Profile.
6. Your Obligations
You represent and warrant that:
6.1 you have the right, authority, and capacity to agree to and abide by this Agreement and the General Terms;
6.2 you have the unrestricted right to work in the jurisdiction in which you will be performing legal services;
6.3 you will not misrepresent your qualifications or services;
6.4 you will provide, and continue to maintain, all necessary accreditations and registrations (including but not limited to the information referred to in clause 5.2(a));
6.5 you will provide, and continue to maintain, accurate and up-to-date information for your Profile;
6.6 you ensure that you will make it clear to any clients that any legal services to be provided are provided to them by you and not by us;
6.7 if you are using the Subscription on behalf of a Law Practice, business, or other person or body corporate, that Law Practice, business, or other person or body corporate (as relevant) is taken to have accepted this Agreement and the General Terms and you are taken to have been duly authorized to bind the Law Practice, business, or other person or body corporate (as relevant);
6.8 if you are using the Subscription on behalf of a Legal Professional within your Law Practice, business, or other person or body corporate (as relevant), that Legal Professional is taken to have accepted this Agreement and the General Terms and you are taken to have been duly authorized to bind the Legal Professional; and
6.9 you will comply with all applicable laws, regulations, and professional standards in providing your services.
7. Ranking of Legal Professionals
7.1 When a user of the Website places a search request, we may show a list of Legal Professionals who meet the requirements of the user’s request. Legal Professionals on the list are ranked by us based on a default algorithm that is subject to change from time to time and which values the criteria outlined in clause 7.2 below.
7.2 The possession of certain criteria enables the algorithm to select the best matches for the user’s request. The algorithm attributes a higher ranking to those Legal Professionals who:
(a) have a complete and up-to-date Profile; and
(b) are highly active on the Website.
8. Terms of Engagement
8.1 Nothing in this Agreement or on the Website constitutes a client-engagement agreement between you and any potential clients. Any engagement or provision of services to clients will be subject to a separate agreement between you and the client.
8.2 We will not be liable and you agree to release or indemnify us (as relevant) and our Personnel and Associated Entities for any Claim arising from the use of the Website or any engagements resulting from the Website.
8.3 You release and indemnify us (as relevant) and our Related Bodies Corporate in respect of any Claim (and must pay to us on demand the amount of such Claim) which we may suffer, sustain, or incur by reason or on account of any breach of this Agreement and/or the General Terms by you or your clients.
8.4 We do not guarantee the number of client inquiries or the success of any engagements resulting from the Website.
9. Termination and Suspension
9.1 This Agreement may be terminated by:
(a) you at any time by deleting your account via the Portal; and
(b) us at any time with 30 days’ notice to you.
9.2 On and after termination of this Agreement, you will have no further rights in respect of the Subscription pursuant to this Agreement and the General Terms or otherwise and must cease using the Subscription.
9.3 Termination of this Agreement will not affect any accrued rights or remedies either party may have.
9.4 This Agreement and your Subscription may be suspended immediately without notice if circumstances occur which give us the right under the General Terms to suspend your Subscription immediately without notice.
10. Exclusion of Warranties
To the extent permitted by law, we make no warranty about the Subscription other than those expressly stated in this Agreement and excludes and disclaims all other express, implied, and statutory warranties and conditions except those that cannot be excluded by law.
11. Limitation of Liability
11.1 Without excluding, restricting, or modifying the rights and remedies to which you may be entitled under the Competition and Consumer Act 2010 (Cth) and any other applicable consumer protection laws (collectively, Australian Consumer Laws), or our liabilities under those laws:
(a) you acknowledge and agree that we will not be liable to you or any other person for any loss unless such loss is caused by our fraud, breach of this Agreement, breach of the General Terms, breach of law, negligence, or wilful misconduct;
(b) you acknowledge and agree that in no circumstances will we be liable to you or any other person for any indirect or consequential loss (including loss of profits, failure to realize expected profits or savings, loss of opportunity, loss or corruption of data, loss of goodwill, or loss of contract), which may be suffered or incurred or which may arise from or in connection with this Agreement or the transactions under them.
11.2 We acknowledge and agree that:
(a) you will not be liable to us or any other person for any loss unless such loss is caused by your fraud, breach of this Agreement, breach of the General Terms, breach of law, negligence, or wilful misconduct; and
(b) in no circumstances will you be liable to us or any other person for any indirect or consequential loss (including loss of profits, failure to realize expected profits or savings, loss of opportunity, loss or corruption of data, loss of goodwill, or loss of contract), which may be suffered or incurred, or which may arise from or in connection with this Agreement or the transactions under them.
11.3 Without excluding, restricting, or modifying the rights and remedies to which you may be entitled under Australian Consumer Laws, or our liabilities under those laws, and without limiting any of the other provisions of this clause 11, you acknowledge and agree that our aggregate liability to you for Claims against us under or in connection with the supply of the Subscription under this Agreement (other than to the extent such Claims arise from our fraud or wilful misconduct) will be limited to the amount we recover in connection with your Claim under any insurance policy held by us which provides coverage in respect of your Claim.
12. Dispute Resolution
12.1 If any dispute arises between the parties under or in connection with this Agreement (Dispute), the parties will use their reasonable endeavours to resolve the Dispute in accordance with this clause 12 before initiating any court proceedings.
12.2 If a Dispute arises, either party may give notice to the other party identifying and providing details of the Dispute (Dispute Notice).
12.3 Within 10 Business Days of service of a Dispute Notice, the parties or their authorized representatives must meet and, in good faith, attempt to resolve the Dispute.
12.4 If the parties fail to resolve the Dispute as set out in clause 12.3, the parties may agree in writing to refer the Dispute to mediation. The following provisions apply to mediation under this clause 12.4:
(a) the mediator to be mutually agreed by the parties, or in default of agreement within five (5) Business Days of either party requesting the other to agree a mediator, will be appointed by the Chair for the time being of the Resolution Institute (ACN 008 651 232) or its successor body;
(b) the mediation will be conducted in accordance with rules and procedures prescribed by the Resolution Institute (ACN 008 651 232) or its successor body;
(c) the mediation will be held in Adelaide, South Australia (unless the parties mutually agree to an alternative location) within seven (7) Business Days of the appointment of the mediator; and
(d) the parties will pay equal shares of the mediator's fees, unless otherwise agreed.
12.5 If a Dispute is not resolved within the time period provided for in clause 12.3, and the parties have not referred the Dispute to mediation within 20 Business Days of the end of that period (or any other longer period agreed by the parties), either party may commence legal proceedings in respect of the Dispute.
12.6 Nothing in this clause 12 prevents a party from seeking an injunction or other urgent interlocutory relief in respect of a Dispute.
13. GST
13.1 This clause applies if a party makes a taxable supply (within the meaning of any law imposing GST) in connection with this Agreement for consideration unless such consideration is expressly provided to be “GST inclusive.”
13.2 Subject to this clause, the consideration payable by a party represents the value of the taxable supply.
13.3 Subject to clause 13.5, the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, a further amount calculated by multiplying:
(a) the amount otherwise payable; by
(b) the GST rate for the time being.
13.4 If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost, or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled on the acquisition of the supply for which that loss, cost, or expense is incurred. The party is assumed to be entitled to full input tax credits unless it demonstrates that its entitlement is otherwise prior to the date on which payment must be made by the other party.
13.5 A party’s right to payment under this clause is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
13.6 If a person is a member of a GST Group references to GST which the person must pay and to input tax credits to which the person is entitled include GST which the representative member of the GST Group must pay and input tax credits to which the representative member is entitled.
14. Privacy
Each party accepts and undertakes that it will:
14.1 observe the Privacy Laws in respect of all Personal Information that is collected or otherwise dealt with by it;
14.2 promptly follow any reasonable direction of the other party in relation to the treatment of Personal Information held by the other party;
14.3 only use and disclose Personal Information that is collected or otherwise dealt with by it for the purpose of furthering any necessary functions and activities of the other party and not for any other purpose;
14.4 ensure that all Personal Information is secure and take all reasonable steps to protect Personal Information held by it from misuse or loss or any unauthorized access, modification, or disclosure; and
14.5 comply with our privacy policy located at [insert hyperlink].
15. Confidentiality
15.1 The parties must not, and must ensure that its employees, agents, and sub-contractors do not, without the prior written approval of the other party, at any time use, disclose, or give to any person any Confidential Information. This clause does not apply to Confidential Information that a party proves is in the public domain other than because of a breach of these Terms or is required to be disclosed by any applicable law or the listing rules of any applicable securities exchange.
15.2 In this clause 15, the term “Confidential Information” means any term of this Agreement and any trade secrets, know-how, financial data, accounting information, statistics, research, scientific, technical, product, market, or pricing information of a party or relating to a party’s systems, business, employees, or contractors or persons with whom a party deals and any other information belonging to a party that is marked “confidential” and any other information belonging to a party which is of a confidential nature.
16. Notice
16.1 Notice must be in writing and in English, and may be given by an authorized representative of the sender.
16.2 Notice may be given to a person personally or by leaving it at the person's address last notified or by sending it by pre-paid mail to the person's address last notified or by sending it by electronic mail to the person’s email address last notified.
16.3 Notice is deemed to be received by a person when left at the person's address or if sent by pre-paid mail, five Business Days after posting or if sent by electronic mail, on the day after the day the message is showing on the sender’s electronic mail system as having been properly transferred or transmitted. However, if the notice is deemed to be received on a day which is not a Business Day it is deemed to be received on the next Business Day.
16.4 If two or more people comprise a party, notice to one is effective notice to all.
17. Entire Agreement
17.1 This Agreement and the General Terms record the entire agreement between the parties as to its subject matter. Any prior negotiations, agreements, arrangements, representations, and understandings related to the subject matter of this Agreement are superseded by this Agreement and the General Terms.
17.2 In the event of any inconsistencies between this Agreement and the General Terms, this Agreement will prevail to the extent of any inconsistencies.
18. Further Assurances
Each party must take all steps, execute all such documents, and do all such acts and things as may be reasonably required by any other party to give effect to any of the transactions contemplated by this Agreement.
19. Waiver
A waiver by a party of a provision of this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party or an authorized officer of the party granting the waiver. Further, a waiver is effective only in the specific instance and for the specific purpose for which it is given. The failure of a party to enforce at any time any of the provisions of this Agreement or the granting of any time or other indulgence will not be construed as a waiver of that provision or of the right of that party to subsequently enforce that or any other provision.
20. Assignment
A party must not assign its rights under this Agreement without the prior written consent of the other party.
21. Costs
Each party must bear its own legal and other costs arising out of this Agreement and the General Terms.
22. Survival of Agreement
The provisions of this Agreement which are capable of having effect after the expiration or termination of this Agreement shall remain in full force and effect following the expiration or termination of this Agreement.
23. Approvals and Consent
If the doing of any act, matter, or thing under this Agreement is dependent on the approval or consent of a party, that party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion and is not obliged to give reasons for doing so, unless this Agreement expressly provides otherwise.
24. Governing Law
This Agreement is governed by the law of South Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of South Australia and the South Australian division of the Federal Court of Australia, and the courts of appeal from them. No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.
25. Interpretation
In this Agreement, unless the context otherwise requires, the Introduction is correct and headings do not affect interpretation, singular includes plural and plural includes singular, words of one gender include any gender and a reference to “dollars,” “A,”“A,” or “$” is a reference to Australian currency, reference to a person includes a corporation, a firm, and any other entity, reference to a party includes that party’s personal representatives, successors, and permitted assigns, if a party comprises more than one person, each of those persons is jointly and severally liable under this Agreement, a provision must not be construed against a party only because that party put the provision forward and a provision must be read down to the extent necessary to be valid and if it cannot be read down to that extent, it must be severed.
26. Definitions
In this Agreement unless the context otherwise requires:
26.1 Agreement has the meaning given to that term in clause 1.1;
26.2 Associated Entity has the meaning given in section 50AAA of the Corporations Act;
26.3 Australian Legal Practitioner means an Australian lawyer who holds or is taken to hold an Australian Practising Certificate;
26.4 Australian Practising Certificate means a current practising certificate granted under the legal profession legislation of any Australian jurisdiction;
26.5 Australian-Registered Foreign Lawyer has the same meaning as set out in legal profession legislation;
26.6 Barrister means an Australian Legal Practitioner whose Australian Practising Certificate is subject to a condition that the holder is authorized to engage in legal practice as or in the manner of a barrister only;
26.7 Business Day means any day except a Saturday, a Sunday, or any other public holiday in Adelaide;
26.8 Claim means any claim, cost, damages, debt, expense, tax, liability, allegation, suit, action, demand, cause of action, proceeding, or judgment of any kind (including Loss);
26.9 Community Legal Service means an organization or body that is a community legal service, a community legal centre, or a complying community legal centre for the purposes of the legal profession legislation of a jurisdiction;
26.10 Corporations Act means the Corporations Act 2001 (Cth);
26.11 Consequential Loss means all means pure economic loss, any loss of or damage to revenue, profits, savings, contract, use, production, goodwill, business, or business opportunity or consequential or indirect loss or damage;
26.12 Commencement Date means the date that you click accept this Agreement, “Sign Up,” or any other similar registration process on the Website which activates your Subscription;
26.13 GST has the same meaning as it does in the GST Act;
26.14 GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation and regulations;
26.15 GST Group has the same meaning as is given to that term in the GST Act;
26.16 Law Practice means any:
(a) Australian Legal Practitioner who is a sole solicitor;
(b) partnership of which the solicitor is a partner;
(c) multi-disciplinary partnership;
(d) Community Legal Service;
(e) unincorporated legal practice; or
(f) incorporated legal practice;
26.17 Legal Professional means any:
(a) Solicitor; or
(b) Barrister;
26.18 Legal Profession Legislation means a law of a State or Territory that regulates legal practice and the provision of legal services;
26.19 Loss means any loss, damage, liability, charge, cost, expense, or obligation of any kind (whether actual, prospective, or contingent and inclusive of legal costs and expenses of whatsoever nature or description) however and whenever arising and includes amounts which, for the time being, are not ascertained or ascertainable (including any Consequential Loss);
26.20 Personal Information means information or an opinion, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;
26.21 Personnel means, in relation to a party, means the party’s officers, employees, agents, and contractors and includes an officer, employee, agent, or contractor of an Associated Entity of that party;
26.22 Portal means the portal allocated at [insert hyperlink] which you access the Subscription and all relevant information about the Subscription (including the Profile/s);
26.23 Privacy Law means:
(a) the Privacy Act 1988 (Cth); and
(b) the Australian Privacy Principles contained in Schedule 1 to the Privacy Act 1988 (Cth) or any approved privacy code that applies to a party;
26.24 Profile means the profile of a Legal Professional displayed on the Website;
26.25 Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth);
26.26 Services means:
(a) the Profile/s;
(b) homepage listing;
(c) access to the Portal; and
(d) dedicated email support;
26.27 Single Business Entity means a body corporate, trust, incorporated association, or other entity carrying on a trade or business pursuant to an Australian Business Number (ABN) or being otherwise identifiable by a unique number identifier;
26.28 Solicitor means any:
(a) Australian Legal Practitioner whose Australian Practising Certificate is not subject to a condition that the holder is authorized to engage in legal practice as or in the manner of a Barrister only; or
(b) Australian Registered Foreign Lawyer who practices as or in the manner of a solicitor;
26.29 Subscription means a subscription to the Website to access and use the Services;
26.30 Term means the period commencing on the Commencement Date and expiring on the Termination Date; and
26.31 Termination Date means the date this Agreement ends (by termination, expiry, or otherwise).