Our costs agreements with clients include two parts:
the terms set out in these Terms of Business; and
the engagement letter we provide to each client.
How we charge for our professional services
Our fees and expenses Unless otherwise agreed, you will be charged for:
professional fees in respect to our services on the basis set out in the engagement letter; and
expenses incurred in connection with our services. Expenses are charged at cost.
Cost estimates Unless otherwise agreed, our costs estimates are not a cap on what you will be charged. The actual amount you will be charged may be less or more than the estimates given. If you ask us to complete additional work we will provide you with a separate fee estimate and will only attend to additional work after you accept the provided fee estimate.
GST Our professional fees and expenses are exclusive of GST. You must pay GST on our professional fees and, where applicable, expenses incurred on your behalf. The amount of GST payable will be included in our accounts which will be issued in the form of a tax invoice.
Billing and payment Normally, you will receive:
a tax invoice for 50% of our fees and GST upon your acceptance of our engagement agreement (First Invoice); and
a tax invoice for the remaining 50% of our fees and GST, and the expenses when we have delivered our services (Second Invoice).
You agree and acknowledge that payment for the First Invoice is non-refundable as it relates to our preliminary work including (but not limited to) reviewing and providing high-level advice on your matter.
Unless otherwise agreed, you request and consent to receiving bills from us by email sent to your usual email address and must pay our tax invoices within 14 days of receipt.
Payments may be made by cheques, credit card or by electronic transfer to the following account:
Please use your tax invoice number when transferring funds into our account to assist us to trace and receipt the payment.
If your tax invoice becomes overdue (and you have not agreed a payment plan with us) we may do any of the following:
stop providing services to you;
terminate this agreement;
charge interest on any amount outstanding for 30
days at the Cash Target Rate, as at the date our bill was given to you, increased by 2 percentage points. The Cash Target Rate means the percentage (or maximum percentage) stated by the Reserve Bank of Australia as the Cash Target Rate and is a benchmark rate of interest;
take action to recover the amount owing plus interest; and
except as required by law, retain your documents and any money that we hold until your account has been paid in full.
If we are required to provide information regarding you or the services to comply with a statutory obligation, court order or other compulsory process, you agree to pay the reasonable costs and expenses we incur in doing so. This includes time spent by professional staff and our reasonable legal costs. This clause does not apply to the extent a compulsory process relates to our alleged wrongdoing.
No legal services Our services under the engagement letter are not legal services.
Your responsibilities You agree to:
provide us promptly with all information, instructions and access to third parties we reasonably require to perform the services;
ensure we are permitted to use any third party information or intellectual property rights you require us to use to perform the services; and
provide adequate and safe facilities for us when we work at your premises.
You are responsible for the completeness and accuracy of information supplied to us. We may rely on this information to perform the services and will not verify it in any way, except to the extent we have expressly agreed to do so as part of the services.
Our performance depends on you also performing your obligations under this agreement. You agree we are not liable for any default to the extent it arises because you do not fulfil your obligations or because information supplied is, or becomes, inaccurate or incomplete, except to the extent we have expressly agreed to verify its accuracy and completeness as part of the services.
Confidentiality The information and instructions you provide to us will be kept confidential except as required by law or otherwise authorised by you.
Authority to publicise Unless you direct otherwise, we may publicise our involvement in this matter when it is completed.
Copyright The copyright in documents and advice prepared by us remains our property unless otherwise agreed.
Privacy We have reasonable steps in place to comply with the Privacy Act 1988 (Cth) to protect your privacy. By entering into this agreement you warrant that you have obtained the appropriate consents and authorities for any personal information you provide to us, either directly or through third parties, in the course of our engagement. In respect of personal information provided by you, you consent to us using it to conduct this matter on your behalf; to share it with third parties relevant to your matter (such as barristers, witnesses etc); to send you material which we consider may be of interest to you; to otherwise market and promote our services to you; and to protect our lawful interests.
In the event of a suspected Eligible Data Breach, we will notify you and cooperate to minimise loss of goodwill, including liaising on client communications.
Benefit of our advice The advice we provide to you is for your benefit only. Our advice may not be relied on by another person; may not be filed with a governmental or other agency or quoted or referred to in a public document; and is limited by the matters stated in our advice and does not apply to other matters by implication.
Changes by others to our documents If we provide a document to you or another party and changes are made to that document by someone other than us, to the extent permissible by law, we are not responsible for any liability or loss caused by the changes unless we specifically approve them.
Release/indemnity for external sources information In advising you, we may use external information providers and rely on information from external information providers. If those external information providers require us to release them from all liability arising from their services, you will release us from all liability arising from the information provided by that external information provider (but only if we reasonably believe the information to be accurate and complete). If those external information providers require us to indemnify them for third party claims (including claims made by you), you agree to indemnify us for claims made by that external information provider arising from the information we have obtained for you or which we’ve used in providing our advice to you.
Ending our engagement Either of us may end our engagement by giving the other at least 14 days’ notice in writing (unless it would be unlawful to do so). This agreement terminates on expiry of that notice. You agree and acknowledge that the First Invoice payment will not be refunded, and you are still required to pay our fees and GST relating to the Second Invoice and the expenses incurred up to the time the engagement ends. We might decide to apply a discount on the amount of the Second Invoice if a significant portion of the services has not yet been delivered. However, we retain absolute discretion in deciding whether or not to apply such a discount.
We may also stop providing services to you and end our engagement if you do not do any of the following:
pay our tax invoices within the agreed period for payment;
comply with these terms;
provide us with adequate instructions within a reasonable time;
accept advice we give you;
comply with a reasonable request we make, including paying money on account of anticipated costs and expenses; or
if there is another just cause.
Electronic documents and retention of your file You authorise us to create an electronic copy of any documents we hold in hard copy form regarding your matter.
We may develop or use electronic tools (e.g. spreadsheets, databases, software) in providing the services. We are not obliged to share these tools with you, unless they are specified as a deliverable in this agreement. If they are not a specified deliverable, and we do share them with you, you agree that:
they remain our property;
we developed them solely for our use;
you use them at your own risk; and
you may not provide them to any third party.
Performing services for others Provided we do not disclose your confidential information, you agree that we may perform services for your competitors or other parties whose interests may conflict with yours.
Relationship We are your independent contractor. You agree that we are not in a partnership, joint venture, fiduciary, employment, agency or other relationship with you. Neither of us has power to bind the other.
Force majeure Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
Language Our services, work and/or client communications of any kind relating to the subject matter or terms of this agreement might be delivered in both the Chinese and English languages. In the event of any inconsistency between the two language versions, the English language version shall always prevail.
Dispute Resolution If there is a dispute, controversy or claim (Dispute) between the parties, then within 5 business days of a party notifying the other party in writing of the Dispute, a senior representative from each party must meet and use all reasonable endeavours acting in good faith to resolve the Dispute by joint discussions.
A party must not start court proceedings in relation to the Dispute unless the Dispute cannot be resolved within 5 business days of the joint discussion of both parties’ senior representatives to resolve the Dispute.
Assignment Neither of us may assign nor deal with our rights under this costs agreement without the other party’s prior written consent.
Applicable law The law of Queensland applies to this costs agreement.