DGF Morgan – General Terms of Business (Costs Agreement – Legal Terms and Conditions)

These are the General Terms of Business referred to in the Costs Agreement of DGF Morgan & Associates Pty Ltd ACN 164 257 363 (we, us and our). References to you and your refer to the client named in our Costs Agreement and NowInfinity refers to NowInfinity Pty Ltd ACN 154 927 376

1. Engagement

You engage us as principal to act for you. Whether or not in providing your instructions you indicate that your client will be a party to any documents that we prepare or services that we provide and whether or not you may otherwise regard yourself as agent for your client, you remain principal.

2. Billing Arrangements

We have appointed NowInfinity as our agent to provide tax invoices for the Work, and to collect any fees payable by you to us for the Work. Payment of tax invoices issued for the Work is to be made to NowInfinity as our agent in the same manner as you pay fees to NowInfinity for its own products, and may be debited by NowInfinity from your account or credit card at any time after you have been provided with a bill for those fees.

3. Interest Charges

Interest at the maximum rate prescribed in Rule 75 of the Legal Profession Uniform General Rules 2015 (Uniform General Rules) (being the Cash Rate Target set by the Reserve Bank of Australia plus 2%) will be charged on any amounts unpaid after the expiry of 30 days after a tax invoice is given to you. A tax invoice will specify the interest rate to be charged.

4. Recovery of Costs

The Legal Profession Uniform Law (NSW) (Uniform Law) provides that we cannot take action for recovery of legal costs until 30 days after a tax invoice (which complies with the Uniform Law) has been given to you.

5. Your Rights

It is your right to:

  1. negotiate a costs agreement with us;
  2. negotiate the method of billing (e.g. task based or time based);
  3. request and receive an itemised bill within 30 days after a lump sum bill or partially itemised bill is payable;
  4. seek the assistance of the designated local regulatory authority (the NSW Commissioner) in the event of a dispute about legal costs;
  5. be notified as soon as is reasonably practicable of any significant change to any matter affecting costs;
  6. accept or reject any offer we make for an interstate costs law to apply to your matter; and
  7. notify us that you require an interstate costs law to apply to your matter.

If you request an itemised bill and the total amount of the legal costs specified in it exceeds the amount previously specified in the lump sum bill for the same matter, the additional costs may be recovered by us only if:

  1. when the lump sum bill is given, we inform you in writing that the total amount of the legal costs specified in any itemised bill may be higher than the amount specified in the lump sum bill; and
  2. the costs are determined to be payable after a costs assessment or after a binding determination under section 292 of the Uniform Law.

Nothing in the Costs Agreement affects your rights under the Australian Consumer Law.

6. Financial benefit

NowInfinity refers various requests for legal services to us. Depending on the service requested, we may be required to pay NowInfinity a financial benefit for this referral.

7. Your Rights in relation to a Dispute concerning Costs

If you have a dispute in relation to any aspect of our legal costs you have the following avenues of redress:

  1. in the first instance we encourage you to discuss your concerns with us so that any issue can be identified and we can have the opportunity of resolving the matter promptly and without it adversely impacting on our business relationship;
  2. you may apply to the Manager, Costs Assessment located at the Supreme Court of NSW for an assessment of our costs. An application for assessment must be made within 12 months after (i) the bill was given to, or the request for payment was made to you, third party payer or other law practice; or (ii) the legal costs were paid if neither a bill nor a request was made.

8. Retention of Your Documents

On completion of the Work, or following termination (by either party) of our services, we will retain your documents for 7 years. We may destroy the documents and retain digital copies for 7 years instead, and destroy the digital copies records 7 years after our final tax invoice in our absolute discretion.

You will be liable for the cost of storing and retrieving documents in storage and our fees in connection with this.

9. Termination by Us

We may cease to act for you or refuse to perform further work, including:

  1. while any of our tax invoices remain unpaid;
  2. if you do not within 7 days comply with any request to pay an amount in respect of disbursements or future costs;
  3. if you fail to provide us with clear and timely instructions to enable us to advance your matter, for example, compromising our ability to comply with Court directions, orders or practice notes or to meet any other required timeframe;
  4. if you refuse to accept our advice;
  5. if you indicate to us or we form the view that you have lost confidence in us;
  6. if there are any ethical grounds which we consider require us to cease acting for you, for example a conflict of interest;
  7. for any other reason outside our control which has the effect of compromising our ability to perform the Work required within the required timeframe;
  8. if in our sole discretion we consider it is no longer appropriate to act for you; or
  9. for just cause.

We will give you reasonable written notice of termination of our services. You will be required to pay our costs and disbursements incurred up to the date of termination.

10. Termination by You

You may terminate our services by written notice at any time. However, if you do so you will be required to pay our costs, disbursements, interest and any other moneys incurred or payable or for which we are responsible up to the date of termination (including any cancellation fees or other fees for which we are responsible).

11. Lien

Without affecting any lien to which we are otherwise entitled at law over funds, papers and other property of yours:

  1. we shall be entitled to retain by way of lien any funds, property or papers of yours, which are from time to time in our possession or control, until all costs, disbursements, interest and other moneys due to the firm have been paid; and
  2. our lien will continue notwithstanding that we cease to act for you.

12. Privacy

We will collect personal information from you in the course of providing our legal services. We may also obtain personal information from third party searches, other investigations and, sometimes, from adverse parties.

We are required to collect your full name and address by Rule 93 of the Uniform General Rules. Accurate name and address information must also be collected in order to comply with the trust account record keeping requirements of Rule 47 of the Uniform General Rules and to comply with our duty to the courts.
Your personal information will only be used for the purposes for which it is collected or in accordance with the Privacy Act 1988 (Cth). For example, we may use your personal information to provide advice and recommendations that take into account your personal circumstances.

If you do not provide us with the full name and address information required by law we cannot act for you. If you do not provide us with the other personal information that we request our advice may be wrong for you or misleading.

Depending on the nature of your matter the types of bodies to whom we may disclose your personal information include the courts, the other party or parties to litigation, experts and barristers, the Office of State Revenue, PEXA Limited, the Land and Property Information Division of the Department of Lands, the Registrar General and third parties involved in the completion or processing of a transaction or performing work for you.

We do not disclose your information overseas unless your instructions involve dealing with parties located overseas. If your matter involves parties overseas we may disclose select personal information to overseas recipients associated with that matter in order to carry out your instructions.

13. Sending Material Electronically

We are able to send and receive documents electronically. However, as such transmission is not secure it may be copied, recorded, read or interfered with by third parties. We will transmit any document electronically and you consent for us to do so and release us from any claim you may have as a result of any unauthorised accessing, copying, recording, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused to your system or any files.

14. Qualified Advice

The advice given to you by us will assume that your instructions are accurate and may be based on assumptions and/or may include qualifications communicated to you.

15. Changes in Law

Our advice will be provided on the basis of the law in force at the time in which that advice is given.
It is outside the scope of our Work to inform you of changes in the law or interpretations affecting advice previously given. Changes in law may take place before our advice is acted upon or may be retrospective in effect.

16. Severability

Any provision of the Costs Agreement which is illegal, void or unenforceable is only ineffective to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions.

17. Copyright

Your acknowledge that copyright subsists in all advices and documents prepared by us however you are entitled to use the advices and documents in relation to the matter for which they were provided.

18. GST

Where applicable, GST is payable on our professional fees and expenses and will be clearly shown on our tax invoices. By accepting the Costs Agreement you agree to pay us an amount equivalent to the GST imposed on these charges.

19. Entitlement to Vary the Costs Agreement

Subject to the Costs Agreement, we may at any time by notice in writing to you vary the terms of the Costs Agreement. If we vary the terms of the Costs Agreement you will be regarded as having accepted the variation(s) notified to you in writing if any of the following occurs:

  1. if you sign and return a copy of the variation(s)
  2. if you confirm acceptance of the variation(s) by separate letter, fax, email, telephone call or in conference (orally or in writing); or
  3. if you give us instructions or if you allow us to continue to provide you with legal services after receiving notification of the variation(s) in which case we will proceed on the basis that you have accepted the notified variation(s)

20. Governing Law

The law of New South Wales governs the Costs Agreement and legal costs in relation to any matter upon which we are instructed to act.

21. Important Further Provisions

  1. We will provide you with the legal services you require from time to time in respect of all Work where we receive your instructions, unless a conflict of interest or other factors prevent us from accepting your instructions in which case we will notify you. We will carry out the Work required with professional skill and diligence.
  2. You must provide us with accurate, proper, complete and timely instructions, including all information and documents required for the purpose of the services we are providing to you.
  3. You must act reasonably and take reasonable care to protect your own interests in respect of the services we provide to you and any transaction relevant to the services provided by us, including, where relevant, investigating the bona fides of the other parties to the transaction, and checking all financial matters. You agree that you have the sole responsibility for conducting investigations in respect of and assessing the commercial viability and soundness of the transaction.
  4. If further advice is required in connection with your matter over and above that which will be contained in a Statement of Legal Advice or any communication from us (including if advice is required as to the suitability for particular purposes or in particular circumstances) then that advice should be sought. Extra costs will apply for that further advice, the amount or basis of charge will be advised before carrying out further work.
  5. Where material provided to us includes copies of documents (whether or not those documents are unsigned, undated, unstamped and/or unregistered), then unless you advise us otherwise, we will assume that the original documents were properly executed and witnessed and if required registered, and that applicable stamp duty, if any, has been paid, that the documents were correctly drawn to give legal effect to the apparent intended purpose and that the necessary power was vested in the parties named in the documents and that, if required, the original documents can be located or procured by you. Unless the Scope of the Work specifically states otherwise, if you have not in writing specifically sought our advice as to the effectiveness of material provided by you and/or requested documents, no such advice will be given. Extra costs will apply for that further advice.
  6. We will not, unless we have received instructions otherwise, review any part of a trust deed, constitution or other document not directly relevant to our Scope of Work.
  7. If you have informed us that any company relevant to this matter has one director and/or one member then we will assume that the constitution of the company provides for this and we will prepare any requested documents accordingly unless you advise us otherwise.
  8. Unless the Scope of the Work specifically states otherwise, no financial, accounting, taxation, stamp duties, land tax, landholder duties, other imposts under any State or Territory laws, or resettlement of a trust advice is provided, unless, we issue a new Costs Agreement and specifically include any of those matters. We recommend that you obtain appropriate advice in relation to those matters. General information may be provided concerning taxation and/or stamp duty however you must obtain specific advice concerning such matters relevant to the particular circumstances. If you have specific questions please advise and we will provide, if appropriate, a separate costs disclosure and estimate of fees.
  9. If the identity of any person referred to in material provided by you is inconsistent with any instructions we have received from you, then we may (subject to our Scope of Work) seek your further instructions and rely on those instructions without further enquiry unless you provide us with advice and relevant documents to the contrary.
  10. Unless the Scope of Work specifically states otherwise, no advice has been sought or given concerning any impact, of death, legal incapacity, bankruptcy, matrimonial, separation, divorce, family law issue or conflict of interest of any party that may now or may in the future become relevant. If these are or may in the future become relevant to the parties, then on your written request, we may provide an additional Scope of Work to consider these issues and may recommend advice from a lawyer specialising in family law.
  11. We may or may not have drafted a template document for NowInfinity, which may be referred to as a Generated Document in the Client legal Review Framework referred to in our Client Legal Review Letter or our Costs Agreement, and which you may have purchased from NowInfinity. We have no liability to you in respect of any part of a template document.
  12. These General Terms of Business may be varied by us from time to time by written notice to you.