10 months ago

Client Agreement


Before engaging us to provide the Service, and becoming a registered user, you must first accept our offer to enter into a client agreement with you.  You may accept our offer by completing the necessary fields in the “Online Contract Review” section and clicking “I accept” as you upload your documents.

Our commitment to you.

All material on this site has been prepared by Onlinecontractreviews.com.au for informational purposes only and is not legal advice. Onlinecontractreviews.com.au is not a law firm and does not provide legal advice. The transmission of information by Onlinecontractreviews.com.au is not intended to create, and the receipt does not constitute, a lawyer-client relationship. A lawyer-client relationship begins only after a fully signed (by you and the lawfirm/lawyer) engagement letter. Internet users and online readers should not rely or act upon this information without seeking professional legal counsel advice.

Onlinecontractreviews.com.au User Terms and Conditions of Use contains information regarding use of this site, privacy and other policies. Please note that any information you may submit in your use of this site is subject to these terms and conditions. Any material contained on this website is not intended to constitute legal advice and is provided for informational purposes only.

By entering into this agreement, you are engaging us to provide a referral source to perform a limited scope legal review of your documents and to advise you on them.

Your limited scope legal review may be limited to advice which will include a summary of:

  1. the transaction contemplated by a document
  2. your obligations under a document
  3. any general obligations arising as a result of you signing the document
  4. unusual terms which might disadvantage you.

To carry out the Service, you agree to upload documents relevant to your contract.

Our service will only allow the review of professionally prepared – commercial contracts, contracts for the provision of services, consultancy agreements, procurement agreements, terms and conditions, supplier agreements, confidentiality deeds, non-disclosure agreements licences, distribution agreements, employment agreements, master services contracts, guarantees, website terms and any other contract or document that is governed by the laws of an Australia State or Territory; and that is not an agreement relating to legal advice, advocacy or other action relating to conveyancing, family law, litigation, insurance law, medical law, any Australian Court, tribunal proceeding or other advocacy service (“Permitted Documents”).

We will not provide or all the service to be performed if:

factors such as conflict of interest or other laws prevent us from accepting your instructions or continuing to act

you give us improper instructions;

you upload documents other than Permitted Documents; or

your contract is so inherently bad or inappropriate that it would need to be substantially re-written. (We are not a contract-writing business).

Your promises to us and your legal representative.

You agree to:

  1. provide only true and accurate personal information.
  2. to tell us and your legal representative about any pre-existing or collateral obligations you have that might conflict with the transaction contemplated by the documents.
  3. only submit Permitted Documents.
  4. pay the applicable fee for the Service.
  5. inform us of any changes to personal information or circumstances.
  6. make your own enquiries about and satisfy yourself as to: 

    – the commercial viability and soundness of any transaction contemplated
    – the identity, capacity, authority, financial standing of any person or legal entity.
    – the status of and interests over any real or personal property relating to a document.

How to communicate with us.

You may communicate with us through your client portal and by phone. If you communicate with us by phone, you will be asked questions to verify your identity or your authority.

By accepting this Client Agreement, you request us to communicate with you through the client portal and, in limited circumstances, by email.

You will be notified by email of new posts in your client portal, including any messages we send you. We recommend that you add the email address support@onlinecontractreview.com.au to your safe sender list to ensure you receive notices to check your client portal.  If you’re unsure how to do this, please ask your email service provider.

Other than to notify you about new posts and about accessing your client portal generally, we do not communicate by email.  Email is typically unencrypted and susceptible to intrusion and therefore not a secure means of communication.

Your security

You are entirely responsible for keeping your client portal password secure, and for any unauthorised access to your client portal, caused by you failing to keep your password secure.  You agree to notify us immediately of any suspected or actual unauthorised use of your client portal or password.

Making secure payments

The professional fee for the Service is a fixed fee, calculated based on the instructions you provide in the “Online Contract Review” page.  If the information you provide is inconsistent to your documents you upload (for example, you order a three page contract review but upload a 21 page contract), we reserve the right to decline your order. The amount of GST payable by you will be displayed separately on this page.

You may request, at any time through your online portal, a report of the progress of the Service and statements of fees and costs (if applicable).

Your payment will be processed after you have engaged the services of your lawfirm/lawyer.  By accepting this Client Agreement, you hereby authorise us to charge your credit card for the professional fees agreed at the time you placed the order, or agreed to in writing when the scope of the Service changed.

You are entitled to receive a signed bill from us. You are taken to have received our bill upon transmission, when it is uploaded electronically to your client portal upon completion of the Service.

It is sometimes necessary to conduct searches to confirm the identity of contracting parties, sufficiently identify land or property, to determine the credit or bankruptcy status of a party or conduct a search of the Personal Property and Securities Register.  We will advise you if a search is required, and seek your instructions before we proceed by ordering a search from a third party service provider.  If you instruct to carry out a search, we will add the cost of that search to your final invoice.

We may at any time suspend all work for you until we receive payment in full for any outstanding bills due.

Your rights

If you claim compensation, damages or a contribution from us for loss or damage arising from acts or defaults (including negligence) on our part and some or all of that loss or damage was due to or contributed to by:

your own acts or defaults or by the acts or defaults of other persons for whose actions or defaults you are responsible; or

the acts or defaults of one or more other persons, not being partners, employees or agents for whose conduct we are responsible,

then we will be liable only for that proportion of the loss or damage, to a maximum of $AUD 2 Million, which our acts or defaults bear relative to the totality of the conduct of all persons causing or contributing to the loss or damage.

Where any law relating to proportionate liability applies to a claim against us, this clause does not seek to exclude the operation of that law but will continue to operate to the extent that its operation is consistent with that law.

Your right to receive a bill

If we charge you for anything, you are entitled to receive a bill from your selected lawfirm.

If you receive a bill which does not set out the details of the work, your lawfirm  has performed and the charges to be paid for that work, you may request an itemised bill within the period specified in the LPA.

Your right to cancel

You may terminate the Client Agreement by giving us notice through the client portal at any time.

Our right to cancel

We may terminate this Client Agreement:

  1. if you breach the Terms of Use or this Client Agreement.
  2. if we discover you have given us false or misleading information.
  3. by giving you reasonable notice.
  4. if any payment (including payment of a bill or money in advance) due by you to us under this Client Agreement is not paid on the due date;
  5. if you do not provide timely, accurate and proper instructions; or
  6. if, by continuing to act for you, we would be required to act contrary to any legal, regulatory or professional conduct obligation or similar just cause.

Cancellation fees

You will not be charged any fees if you fail to engage a recommended lawfirm.

If the agreement is terminated either by you or us for a permitted reason after you have engaged a lawfirm, you will be required to pay any professional fees and disbursements incurred up to the date of termination.

Confidentiality

We will keep confidential all confidential information received from you in the course of the work, and persons performing work for you:

will treat confidential information you give as being given only to them;

will not disclose to you any confidential information of third parties which may be known to them or any other personnel and may otherwise be information to which you are entitled.

Record storage

We will, on completion of a Service, retain electronic records for no more than seven years and on the undertaking that we have your authority to destroy the file seven years after the date of the final bill relating to that Service.

Jurisdiction and applicable laws

Subject to your rights to select jurisdiction under the LPA, the laws of each Australian State and Territory apply.  You irrevocably submit to the exclusive jurisdiction of the courts of each Australian State and Territory.

 

 

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