Interpretation

Definitions

In these General Terms of Business, capitalised terms and phrases have their defined meaning as set out below, unless the context provides otherwise:

• Agreement means one of the following types of independent agreements, depending on the context:

  • the contractual agreement for technology services documented upon, and formed by executing, the Statement of Work, the Technology Services Agreement and any other documents identified on the Statement of Work as forming part of that agreement; or

  • the Retainer and Costs Agreement for legal services pursuant to the Uniform Law, formed by executing the Statement of Work and incorporating the Retainer & Costs Agreement and any other documents identified on the Statement of Work as forming part of that agreement.

• Business Day means a day which is not a Saturday, Sunday or public holiday in Sydney, New South Wales, Australia.

• Statement of Work means the document by the same name which incorporates a Technology Services Agreement, a Retainer & Costs Agreement, or which creates two separate contractual agreements, each incorporating one of the aforementioned.

• Uniform Law means the Legal Profession Uniform Law (NSW).

• Uniform General Rules mans the Legal Profession Uniform General Rules 2015 (NSW).

Rules of Interpretation

In the Agreement, unless the context explicitly provides otherwise:

• references to an agreement means the Agreement and includes any schedules, annexures or attachments, references to a party means a party to the Agreement, references to a party includes that party’s successors, permitted substitutes or permitted assigns, and references to a clause is to a clause in the Agreement;

• words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, words denoting one gender include all genders, the singular includes its plural and vice versa, varying grammatical forms of defined words or phrases have their corresponding meanings, and words such as ‘including’ or ‘for example’ do not limit the meaning of the words preceding or following them;

• references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation and references to any agreement or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;

• if the day on (or by which) anything is to be done or the day on which something occurs, is not a Business Day, then it must only be done, or it is deemed to have occurred, on the next Business Day, and a reference to time is to the time in Sydney, New South Wales;

• references to ‘dollars’ or ‘$’ is to Australian currency;

• obligations under this Agreement affecting more than one party bind them jointly and each of them severally; and

• nothing in the Agreement is to be interpreted against a party solely on the ground that the party or its advisers drafted it, and headings, or a reference to a section by its heading, are used for convenience only and the wording of the heading does not affect interpretation.

Survival of Clauses

The provisions of the Agreement under the headings Payment and Billing and Cyber Security along with any provisions required for their proper operation, survive termination or expiry of the Agreement for any reason.

Background

Integrated Legal and Technology Services

Artificer is both an incorporated legal practice in New South Wales, Australia, and a technology consultancy. That means in any engagement Artificer may provide either legal services, technology services or a combination of both. Under section 107 of the Uniform Law, Artificer has an obligation to make disclosures differentiating its legal services from its technology or other services. Those disclosures will be made in a document called a Statement of Work.

How Artificer contracts

These General Terms of Business are to be incorporated by reference into either a Technology Services Agreement, a Retainer and Costs Agreement, or both documents independently.

Artificer may act on a legal matter, technology project (or combination of both, such collections of work are referred to as a Project) for any number of individuals, organisations or any other type of legal entity or capacity (each of which is referred to as a Client).

If both legal and technology services are purchased as part of a Project, they are delivered under separate and distinct contractual agreements, even though only one Statement of Work is executed. In other words, the one Statement of Work operates as an instrument to create two separate and independent contracts, and these General Terms of Business apply independently to both contracts.

Disclosure of Services Type

In the Statement of Work, legal services will normally be identified as being those provided by a Lawyer, Senior Lawyer or Principal Lawyer. Technology services will be those identified as being provided by, for example, a Developer, Senior Developer or Principal Consultant. A Services Estimate or Statement of Work may vary this convention (for example a person qualified as a lawyer may be clearly identified as providing non-legal services).

The Statement of Work will also state broadly whether it is for legal and/or technology services, so it is clear in circumstances where only one of these service types is to be delivered.

Payment and Billing

Professional fee payment terms

All fees payable under the Agreement will be invoiced by Artificer as set out in the Statement of Work (for instance, in advance or in arrears) and, unless varied on the Statement of Work, will be due and payable by the Client within thirty (30) days from the date of the invoice.

Payment of expenses

In addition to the fees payable under the Agreement, Artificer will be reimbursed by the Client for pre-approved expenses which will ordinarily be particularised on Artificer's invoice. If an approval process for expenses is set out on the Statement of Work, Artificer will follow the process.

Subject to any contrary term on the Statement of Work, Artificer may invoice the Client for any pre-approved expenses prior to any fees becoming due and payable.

Consent to Delivery Method

The Client consents to receiving Artificer's invoice via email to its designated contact, or if applicable receiving notification that the invoice is available a digital platform for your collection via email. Such notification is agreed to constitute acceptable delivery of the invoice. The Client will also ensure that Artificer is kept aware of any changes to the designated contact's email address for billing purposes.

Interest payable on overdue payments

Interest at the maximum rate prescribed in Rule 75 of the 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 provided to the Client. Artificer's tax invoice for the interest payment will specify the interest rate that applies.

Recovery of Legal Costs

The Uniform Law provides that Artificer 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 the Client. This does not apply to technology services provided by Artificer.

GST

Where applicable, GST is payable on our professional fees, expenses and disbursements and will be clearly shown on our tax invoices. By accepting these terms you agree to pay Artificer an amount equivalent to the GST imposed on its fees, expenses and disbursements.

Cyber Security

Doing business digitally

Artificer does business primarily through modern digital communications technology. In order to do business with Artificer, a Client must employ reasonable measures to safeguard against unauthorised access to its digital assets, accounts and infrastructure. Reasonable measures include safeguarding, routinely rotating and ensuring the strength of unique passwords for every account, employing two-factor authentication, using updated software and avoiding the execution of software from untrusted sources.

In complex scenarios

In more complex scenarios, such as where engaging with a corporate Client, Artificer will engage with a Client's corporate Information Technology Security policy to ensure such policies are followed wherever they impact the delivery of services. The Client must inform Artificer if it is required to follow such policies, and ideally they will be specified in a Statement of Work.

Failure to Secure

Artificer is not responsible for, and is released from, all claims, losses or liability caused as a result of Client failure to secure its own digital assets, accounts and infrastructure, or a failure to employ reasonable measures to safeguard against unauthorised access to them.

General

Notices

A notice or other communication to or by a party under the Agreement must be in writing and signed by the sender or a person authorised by the sender and may be served by delivery in person or by email to the ordinary email address used by the party receiving the notice. The notice will be treated as being given when it successfully enters the recipient’s email system.

Waivers and Variation

A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under the Agreement does not operate as a waiver of that power, right or remedy.

The Agreement cannot be modified in any way subsequent to its execution unless by agreement in writing signed by Artificer and the Client.

Governing Law

The law of New South Wales governs the Agreement. It also governs the legal costs in relation to any matter upon which Artificer is instructed to act, unless the Statement of Work provides or is varied such that an interstate costs law applies to the legal matter.

Whole Agreement

The Agreement constitutes the entire agreement of the parties in respect of its subject matters and supersedes all prior negotiations and agreements, whether written or oral, relating to the engagement of Artificer.

Assignment

Unless otherwise expressly provided in the Agreement, a party is not capable of assigning, novating or encumbering any right or liability under the Agreement without the prior written consent of the other party.

Severability

All or part of any provision of the Agreement that is illegal, invalid or unenforceable will be severed from the Agreement and the remaining provisions (and parts of provisions) will continue in force.