Standard Terms of Engagement

Governing Terms. This statement contains the standard terms for our engagement as your lawyers (“the Terms”). Please review the Terms carefully and contact us promptly if you have any questions. We suggest that you retain the Terms in your file. 

Scope of Our Engagement and Fees. The scope of our engagement will be set out in a separate letter that will be sent to you each time we agree to represent you on an individual matter (“Proposal”). Where we have been engaged by more than one person or entity, each engaging person or entity is jointly and severally liable for the payment of our fees and expenses.

You can accept and consent to these terms by signing the copy of the Proposal where indicated and returning it to us, by confirming you wish to go ahead in writing or by continuing to instruct us.

You have the right under clause 17 of Schedule 3 of the Legal Practitioners Act to be notified of any substantial change to the matters to be disclosed to you under clause 10 of Schedule 3, including any substantial change to the estimated costs of work.

You agree to provide us with clear and timely instructions and all relevant information to enable us to advance your matter.

Document Hierarchy. If there is any inconsistency between the Proposal, the Terms, and any other referenced documents, the Proposal will prevail, followed by the Terms.

Confidential Information. During our engagement, we will likely share Confidential Information with each other. Confidential Information is generally any information that is not in the public domain and may include things like trade secrets, IP, know-how and technology, or sensitive information such as commercial, strategic or financial information. The recipient of Confidential Information shall keep it confidential except as provided for in these terms.

We may engage assisting parties, including our network of solicitors, barristers, trademark specialists and other specialists, to assist in the provision of the services. Where we engage an assisting party, we require them to comply with our confidentiality obligations under this agreement.

Conflicts of Interest. We take our duty to protect our clients’ interests seriously. Where a matter gives rise to a conflict between you and another client, we will notify you immediately and take all reasonable steps to screen our lawyers and paralegals who may have access to sensitive information. If we are unable to resolve the conflict, we reserve the right to cease to act.

If we become aware of any actual, potential, or perceived conflict of interest in relation to your matter, we will inform you promptly. We will only continue to act with your informed written consent, and in accordance with our professional obligations under the South Australian Legal Practitioners Conduct Rules.

Subject to conflicts of interests, and keeping in accordance with our professional and ethical responsibilities, we may act for any other party.

Conflicts with Affiliates. For the purposes of our engagement, our client is only the entity designated in our Proposal. Accordingly, for conflict of interest purposes, we may represent another client with interests adverse to your affiliates without obtaining your or their consent. You must inform us immediately if the designated client does business under any other name.

Liability. Our liability in relation to our engagement is limited by a scheme approved under the Professional Standards Act 2004 (SA). To the extent permitted by law, our liability for any loss, including without limitation liability for any negligent act or omission by us, shall be limited to an amount equal to ten (10) times the reasonable charge for the services up to a maximum amount of AUD1.5 million.

To the extent permitted by law, we exclude all liability to you for any indirect, or consequential loss including without limitation loss of profits or revenue, business interruption or loss of data.

Your Rights under Australian Consumer Law. Nothing in these Terms limits any rights you may have under the Australian Consumer Law (ACL). You are entitled to a replacement or refund for a major failure, and to compensation for other reasonably foreseeable loss or damage. If the services are not delivered with due care and skill or are not fit for purpose (and the failure is not a major failure), you are entitled to have the services remedied or a refund issued.

Responsible Solicitor. The lawyer primarily responsible for your matter will be either Sarah Bartholomeusz, Daniela Cecere-Palazzo or Andrew Taylor, or a combination of all three.We will confirm who will be working on your matter when we respond to your acceptance of our Proposal. If there is a change in the responsible practitioner, we will inform you promptly.

Right to Cease Acting. We reserve the right to cease acting for you if:

• You fail to pay our invoices within the agreed timeframe;

• You do not provide timely, clear, or adequate instructions;

• A conflict of interest arises that cannot be resolved in accordance with professional obligations; or

• Continuing to act would breach our ethical or professional duties.

Where possible, we will give you reasonable notice of our intention to cease acting and assist with the transition of your matter.

Termination of Services. Our services will be automatically terminated upon completion of the scope of work as set out in the Proposal. Where we provide open-ended services, our services are terminated when more than 6 months have elapsed since we provided you with any billable services.

You may terminate our representation at any time by notifying us in writing. Termination of our services will not affect your responsibility for payment for legal services rendered and additional costs and disbursements incurred by us before termination. Upon termination, we may invoice you for legal services provided up to the date of termination. We will also take reasonable steps to transfer your file and if you have engaged other lawyers, ensure an orderly handover of your matter.

We may terminate our services only in accordance with the applicable rules of professional conduct and responsibility. We try to identify potential issues and discuss them with you in advance. If withdrawal becomes necessary, we will always provide written notice of withdrawal.

Your Papers. Upon completion of your matter, or termination of our services, hardcopy versions of papers and property that you have provided to us will be returned to you at your request. Our drafts and work product will belong to us. We reserve the right, subject to any applicable laws or rules of professional responsibility to the contrary, to destroy any items retained by us within a reasonable time.

Lien over Property. We may exercise a solicitor’s lien over your documents, property, or funds in our possession until all outstanding costs, disbursements, and interest have been paid in full. This lien will continue to operate even after our services are terminated, to the extent permitted by law.

Copyright. Any documents, letters or other material authored by us remain exclusively our property. You have the right to use those documents strictly for the purposes for which they are supplied. Nothing in this agreement constitutes a transfer, assignment, license or right to reproduce material prepared by us.

Electronic Communications. You acknowledge that electronic communications, including email and file sharing systems, may not be secure and could be intercepted, corrupted, or delayed. We are not liable for any loss or damage arising from the use of electronic communications unless it is caused by our negligence. We make reasonable attempts to protect our e-mail and any attachments from viruses or other defects that might affect computer or IT systems. However, it is your responsibility to put in place measures to protect your computer or IT system against any such virus or defect.

Client Updates & Insights. From time to time, we may send you relevant legal updates, articles, or insights that may be of interest to you. You can opt out of receiving these communications at any time by following the unsubscribe instructions in the communication or contacting us directly.

Privacy and Use of Personal Information. We collect and use your personal information to provide legal services and comply with legal obligations. We may disclose your information to courts, tribunals, regulators, opposing parties, expert advisors, barristers, and third-party service providers where necessary to progress your matter. We manage your personal information in accordance with our Privacy Policy.

Questions & Complaints. One of our goals is to ensure that legal services are delivered effectively and efficiently and that all billings are accurate and understandable. Please direct any questions or concerns about services or billing practices to us.

We will undertake all efforts to resolve disputes or complaints as to the provision of our services or billing practices directly with you. If we are unable to resolve an issue, you agree to participate in mediation, governed by the Mediation Rules published by the Institute of Arbitrators and Mediators Australia. You agree that the obligation to participate in mediation in good faith is a pre-condition to any form of litigation.

The Terms are governed by the law and professional standards in South Australia.

Billing Policy of You Legal

This statement contains the general billing policy of You Legal. Unless modified in writing in the Proposal, these terms will be an integral part of any engagement we may have with you. Please review this statement and contact us promptly if you have any questions or concerns. By signing the Proposal, or by continuing to instruct us you accept and consent to these terms.

Legal Fees. Our legal fees are charged on either a fixed fee or hourly basis.

Hourly Fees. These are the charges for services which are the product of the hours worked (divided into minimum units of 6 minutes or part thereof) multiplied by the hourly rates of the legal practitioners and other specified persons who did the work. The use of minimum units means that even if a particular task takes two minutes, it will be recorded and charged as a full six-minute time unit.

• Rates are determined by the experience, expertise, and efficiency of each team member.

• This quotation is valid for 90 days, after which time your matter will need to be re-quoted. You Legal provides quotations and rates on a matter by matter basis and reserves the right to increase rates for future matters without consultation. You Legal will provide a new quotation for each new matter, or where the work for the matter quoted surpasses the original scope of work. As our client, you are welcome to not accept a quotation and You Legal will happily hand over all paperwork and records to a supplier of your choosing.

• Our rates of charge for time spent are different from the rates set out in the Scale of Fees published by the Supreme Court. Although time charging is common there may be other legal practitioners who would be prepared to act for you and charge according to the scale. You are entitled to seek independent legal advice regarding this or any other term of this agreement.

• Our rates may, and in some cases will result in a higher charge than if the rates set out in the Scale of Fees published by the Supreme Court were used.

Billing and Payment. We anticipate submitting regular invoices for the professional services rendered and other charges and expenses incurred unless otherwise agreed. Our invoice sets out a detailed description of the services rendered during the period, the legal fees and expenses incurred and GST.  All professional fees and disbursements are quoted exclusive of GST unless otherwise stated. Where a service provided is subject to GST, we will add a 10% GST charge to your invoice.

Payment is due within 7 days of receipt of our invoice, and we reserve the right to suspend our work in the event of overdue bills.

If you request us to render our bills to another party and we agree to do so, it will be on the understanding that your responsibility for settlement of those bills in a timely fashion remains unchanged. Upon the failure of the invoiced party to settle the invoice in full on a timely basis, you will settle the invoice forthwith.

Online Engagements. If you are engaging us to provide a legal solution, as described on our website the Terms at the time of purchase are deemed accepted by you completing the transaction. If you have asked us to send an invoice in relation to a legal solution described on our website, you are deemed to have accepted the Terms when you requested the invoice.  Confirmation of the scope of services to be provided is set out in the webpage of the solution you have engaged us to provide (‘Online Engagement’).

Fixed Fees. For some matters we will fix a fee for legal services being provided to you, the details will either be set out in the Proposal or will be an Online Engagement (‘Fixed Fee Engagements’). 

For Fixed Fee Engagements you agree that we are entitled to payment of our invoice prior to the legal services being provided, this payment is not held in trust but is treated as a payment for legal services to be performed in accordance with the engagement. By authorising us to proceed, you acknowledge and agree to this arrangement. Work will commence upon receipt of payment and confirmation to proceed, unless otherwise agreed.

• Fixed Fee Engagements are different from the rates set out in the Scales of Fees published by the Supreme Court. Although fixed fee charging is not uncommon for these types of services, there may be other legal practitioners who would be prepared to act for you and charge according to the scale. You are entitled to seek independent legal advice regarding this or any term of this agreement.

• Fixed Fee Engagements may, and in some cases, will result in a higher charge than if the rates set out in the Scale of Fees published by the Supreme Court were used.

• Where we agree to provide fixed fee legal services, our fee is based on assumptions that will be clearly set out in the Proposal or Online Engagement. Where we are required to undertake work outside or in excess of these assumptions, you will be charged at our hourly rate, unless another cost arrangement is negotiated. We endeavour to anticipate work that may exceed our fixed fee and discuss our concerns with you prior to undertaking such work but reserve the right to incur these costs if it is reasonably necessary for us to provide you with our services.

• If our fixed fee scope includes a complimentary round of changes, our Proposal or Online Engagement will confirm the number of days that this offer is extended for after the first draft is sent. If changes are requested after the expiry of that time, we will provide you with an addendum estimate to complete the changes at our usual hourly rate, unless another fix fee cost arrangement is negotiated.

Interest on Overdue Accounts. Interest at the Reserve Bank of Australia’s Cash Rate Target (as of the date the invoice is issued) plus 2% will be charged on any overdue invoice. Interest begins to accrue 14 days after the date of our invoice and will be noted on the invoice. If an invoice remains unpaid after that time, we may suspend work or terminate these Terms of Engagement.

Costs and Other Charges. We may incur various disbursements and other administrative charges in performing legal services for you. You agree to pay those charges and expenses in addition to our fees. Examples of disbursements and other charges commonly include computerised legal research charges; courier, messenger and other delivery fees; postage, translation and interpretation fees; travel expenses (including transportation, meals, lodging and all other costs of any necessary out-of-town travel by our personnel); photocopying and other reproduction costs; bank charges and duty stamps; overtime for secretarial and clerical staff and other services as may be required to meet the deadlines involved with your matter; and other similar items.  If disbursements we incur for you on your behalf are subject to GST, GST will also be payable by you in respect of those disbursements.

Cost Disclosure Forms. In accordance with the Legal Practitioners Regulations 2014 (SA), we provide you with the following documents, which form part of our engagement process:

• “Your Right to Know” – which outlines your rights regarding the cost of legal services and your ability to negotiate fees; and

• “Your Right to Challenge” – which explains your options if you wish to dispute a legal bill.

Liability limited by a scheme approved under Professional Standards Legislation.