Terms and Conditions

Documents ordered from T Legal Pty Ltd (ACN 673 630 469) (the “law firm”) trading as T Docs (the “documentation company”) (“we”, “us”) will be licenced for use under a limited licence by the document’s parties’ “tax agent” (the “licensed documents”). 

The website from which the licensed documents are ordered, and any information provided on the website is defined as the “Website”. The Website is owned by the law firm. The legal documentation services we provide are defined as the "Services".

Introduction

If you use the Website in any way, you will do so on the basis of the disclaimers on the relevant pages that you use to access the Website and the then current version of these Terms and Conditions ("Terms"). 

By using the Website in any way, you accept these Terms, so please read them carefully. 

• If you accept them, you may use the Website, including to order any of the Services. 

• If you reject them, you must not use the Website and you may not order any of the Services. 

When you place your order for any of the Services; you agree that you accept the version of these Terms that apply at the time of order.

Licence 

We will agree to arrange with your tax agent a licence to order Services from the Website on the condition that you and your tax agent (collectively, “you”) accept these Terms and pay our fees as required. The licence is not exclusive and is not transferable. The licence begins on the day you use the Website and Services and ends in accordance with these Terms (see below).

The law firm agrees that:

• it has taken all reasonable steps to engage an appropriately qualified professional adviser both to prepare the master documents, to ensure that they are accurate and appropriate for the type of document or related services that you order, and to provide all information, commentary, advice and other documents (including sample letters), subject to these Terms;

• the documents you order through the Website will, if relevant, be delivered electronically to you on the earlier of when you download them or when you click to have us send them to you by email to the email address you have nominated. 

• Printing is currently not an available service.

You agree that:

• • we or our licensors remain the owner of all the intellectual property and know-how that resides in the documents and the Service;

  • you are licensed to use the Service for the sole purpose of ordering documents; and

  • you get no property right whatsoever in relation to the Service, and no ownership in the copyright of the documents that you order.

• If we discover that we have lost revenue through your breach of these Terms, then you agree that we may recover from you each of the following:

  • the revenue we have lost;

  • our costs of discovering our loss and the extent of it;

  • our costs of recovering the revenue; and

  • default interest on any amount owing under this clause.

• Also, if we can show that we have lost revenue through your breach of these Terms, then you agree that we have the right to audit your operations (at your reasonable cost) to determine the extent of our loss.

• These Terms do not limit in any way the recovery by us of all other amounts from you which are recoverable at law in respect of any breach of these Terms by you.

End of Licence

The licence ends when you have ordered your document

You agree that:

• the licence to you is limited to the creation of the documents for which you have paid and that once those documents have been ordered, the licence ends;

• your licence will also end if you breach any material obligations contained in these Terms; and

• if you breach any material obligation contained in these Terms, then we may deny you any further access to the Service.

If you do not pay on time, then we may — at our absolute discretion, and without giving you notice — do any one or more of the following:

• end the arrangement by which you pay on invoice (so that you must pay by credit card);

• use amounts you pay us to pay-off any amount you owe at our choice — for example, we may first pay-off any amount you owe us in respect of government fees we have paid;

• set our system so that you no longer have access to document packages you have ordered from us in the past (regardless of whether you have paid for them);

• charge default interest on any amount you owe us.

Fees and Pricing

In relation to your use of the Service and the documents you order, you agree that:

• Unless otherwise agreed, your payment of the Price is due on placement of the Order. Just like barcode scanning errors at the supermarket, we will honour the lowest price advertised on our website at the time of your order in the event of any discrepancy. We reserve our discretion to price match the market and our determination of the reasonableness or unreasonableness of an assessment of price for a particular product against the reasonable legal work required to ensure its efficacy and accuracy will be final.

• You warrant that any person that places an order on your behalf is authorised to do so and will also do so as agent for each of your related entities that use or access the Services. 

• Fees paid to the Australian Securities & Investments Commission ("ASIC") and State Revenue Office (of a relevant State or Territory) cannot be recovered after you have placed your order and we have proceeded with it. This is why we seek this fee payment up front before we confirm and process your order. You must be decided with finality to proceed with your order if it involves incorporation of a company at the time you place your order and once that order is placed we cannot guarantee any changes to your order if you change your mind or there is an error in information provided (e.g. the requested spelling of your company name or spelling of your name). These details can be changed after incorporation of the company (except for the company name which will incur an additional service fee and additional fee to ASIC) by us using our ASIC registered agent portal (we will generally charge a service fee to do this) or by you tax agent. 

• We will display the Goods and Services Tax ("GST") inclusive price on our Website and a break down of that on our tax invoice to you for Services ordered. We will honour the lowest price amount in the event of a clear discrepancy, and we will update our invoice template and website to clarify that for future orders.

• Our liability to refund, return or exchange is limited to the circumstances set out in these Terms and is otherwise entirely at our discretion. In order to expeditiously process your claim for a refund, return or an exchange, we request that you send all claims to the following email info@tdocs.com.au and include:

  • the intended purpose to which the documents were to be applied;

  • the identity and contact details of the person for whom you purchased the document (we may contact that person to discuss, and request copies of, the documents you have provided to them);

  • the reasons that you want a return, a refund, or an exchange;

  • copies of the materials or documents you have provided to that person in place of the T Docs document in relation to which you now want a refund, a return, or an exchange; and

  • any other information or materials we ask for that we believe is relevant to our decision.

Ordering

In relation to your use of the Service and the documents you order, you agree that:

• You must provide sufficient information with an order (including any special requirements) to enable us to provide you with the Services.

• We may refuse to accept an order (or part of it) on reasonable grounds or request completed information with your order before we proceed with processing your order.

• If an order includes any special conditions agreed by us, they will, unless stated otherwise take precedence over these terms.

• If you cancel an Order prior to delivery, we will refund any Price paid, less any cancellation fees notified to you and costs incurred by us due to the cancellation. 

• You are responsible for the accuracy and legitimacy of the director identification numbers provided to us. You indemnify us for any costs or other expense or liability or penalty we incur as a result of an incorrect or fraudulent director identification number being provided to us. There is no way for us to verify the accuracy of any director identification number you provide to us.

• We may cancel an Order at any time prior to delivery by notice to you where the requested Supplies are not available, there is an error in the Price or description of the Supplies, or the Order has been placed in breach of these terms.  Where we cancel an Order we will give you a refund of any Price paid for that Order.

In relation to your use of the Service and the documents you order, you agree that:

• Only you know the purpose for which you intend to apply a document that you order and that we are not responsible for the choice you make regarding the document that you order.

• You must consult with a lawyer, taxation adviser, accountant, or commercial or other appropriately qualified professional adviser for advice concerning the suitability of a document that you order using the Service.

• The master documents are general only and prepared by the person named as the author on the relevant page of our Website and that law firm does not endorse and disclaims responsibility for them.

We will endeavour to meet the delivery milestones specified in an order, however you acknowledge that we will not be responsible for delays in delivering the Supplies to the extent we are not directly and solely responsible.

You agree to comply with any delivery requirements we notify to you when you place an Order.

You must inspect the Supplies immediately upon delivery to satisfy yourself they comply with the Specifications.  You will be deemed to have accepted the Supplies if you have not notified us within 5 business days that the Supplies do not meet the Specifications.

Ownership of and title to the Supplies remains with us until you have paid us the Price in full and any other money that you may owe to us at any time on any account.

If you owe money under one order, we may set-off that money against any money that we owe to you (if any) under another order or otherwise owed to you. 

Payment

Our standard arrangement is for you to pay us by direct bank transfer. This is due to the ASIC fee making up around four to five times the amount of our fee for the Services. Credit card payment or other payment facilities could be made available if reasonable for us to do so however we reserve our right to pass on percentage transaction fees to you, in particular those incurred by us transiting the ASIC fee to ASIC in order to incorporate a company.

At the time you order, we electronically provide you with a tax invoice for our fees. You can download the invoice from our website or click to have us email it to you at the email address you provide. 

At the time you place an order through our website to apply for any government registration etc. (for example, a company registration application or a trademark application), we electronically provide you with our invoice for any government fees etc. that we pay (or arrange to be paid) on your behalf as part of lodging your application. You can download the invoice from our website or click to have us email it to you at the email address you provide. You must pay us the amount of those government fees etc. within 24 hours after you order.

No Amending

You and your tax agent agree that you will not have a licence to use the documents that you order when using the Service, that licence will only be held by your tax agent.

In relation to your use of the Service and the documents you order, you agree that:

• you must not use any part of the documents in connection with creating another document;

• you must not use any part of the documents for any purpose except the specific purpose for which they were ordered;

• you must not copy any part of the documents for any purpose except in relation to the transaction for which they were ordered;

• you must not modify the documents in any way after they are sent to you (apart from signing and dating them as indicated);

• you must not interfere with, alter or attempt to copy or reproduce any part of the Service or the documents that you order while using them;

• you must not incorporate any part of the Service in any other program, system or document creation package;

• you must not represent that the documents ordered using the Service were created by your own resources, or those of a third party (other than our resources or those of anyone else who signs-off and endorses for us the master documents from which your documents are generated); and

• your account and the associated data you upload to the Service will be deleted if your account remains inactive for a period of time. We will provide you with written notice before we delete your account.

No Legal Advice

By using the Website and Service you acknowledge that we operate on an 'if it is written' advice policy:

• This means that nothing that is oral or implied or otherwise given as informal written communication (such as an email or text message) ("Informal Communications") can ever be considered as legal advice or part thereof or otherwise incorporated by reference into any written legal advice. 

• Similarly any comments linked to the T Legal or T Docs website that have been interpreted using an 'AI' or related program in any way are disclaimed as not representing the views of T Legal Pty Ltd. 

• Only formal written advice in the form of a letter or clearly designated (i.e. bold 'legal advice' heading) as email advice within an agreed scope of work may constitute legal advice from T Legal Pty Ltd ("Formal Written Legal Advice"). It may not be interpreted outside of its scope of work. 

• You may not incorporate any Informal Communications into our Formal Written Advice - if you wish for anything to be added to our Formal Written Legal Advice you must request us to do so and we will consider your request before proceeding.

We do not give accounting or financial product advice, only legal advice in the State of Victoria.

We may elect at any time at our discretion to provide written or oral comments and opinions in relation to general administration and completing of various forms with external parties which does not constitute legal advice because it does not concern the application of case law or legislation or regulation but rather could be for example a policy document or oral comment by a call centre operator that could apply to the completing of an external application form (broadly defined as "Pointing You In A Direction").

Pointing You In A Direction is not Formal Written Legal Advice and it is your responsibility to determine for yourself the use and outcome of those comments we provide as Pointing You In A Direction.

The document you order depends on your answers

In relation to your use of the Service and the documents you order, you agree that:

• certain information and particular clauses from the master documents are included in the documents you order as a result of the answers you provide to questions you answer when using the Service;

• certain information is included in the documents that you order as a result of the answers you provide to questions you answer when using the Service;

• you are fully and solely responsible for the information included as a result of the answers you give to the questions; and

• we are not responsible for any mistake that you make in understanding the questions or how to answer them.

• Accuracy of information providedYou warrant that all of the information which you provide to us, including particulars as to your personal and contact details or details of other persons, is accurate and correct and that you have fully and accurately disclosed your identity.

• We are not responsible for your mistakes or personal and sensitive information you upload to the Service — you indemnify usExcept for any cost, loss, liability or damage directly caused or contributed to by us, you agree that you indemnify us in relation to any cost, loss, liability or damage that any of you, your client, or a third party suffers:

  • because the document that you order is not suitable for its intended purpose or does not suit the relevant circumstances;

  • because you fail to obtain formal advice from an appropriately qualified professional adviser concerning whether the document you choose is suitable for its intended purpose or is suitable for particular circumstances;

  • because of the answers you provide to questions asked of you when using the Service;

  • because you do not answer all questions completely and accurately;

  • because you modify the documents after they are provided to you by us;

  • because you fail to delete or ask us to delete Personal or Sensitive Information from the Service that you have uploaded to the Service on behalf of a client of yours where you no longer have a legitimate reason to retain this information on the Service; or

  • because you breach these Terms in some other way.

• You agree that you continually indemnify us against any cost, loss, liability, or damage that we incur as a result of your use of the Service except for any cost, loss, liability or damage directly caused or contributed to by us.

Dispute Resolution

If a dispute arises under these terms, the party claiming that a dispute has arisen must give notice to the other party specifying the nature of the dispute and the parties will attempt to negotiate a resolution in good faith.

If a dispute persists for more than 14 days, either party can refer the dispute to mediation before a mediator to be appointed by the Australian Commercial Disputes Centre. The costs of mediation will be shared by the parties equally.

Save for seeking urgent interlocutory or injunctive relief, neither party may issue court proceedings in relation to a dispute until resolution by mediation has been attempted.

Consumer Law

These Terms do not, and do not purport to, restrict or modify or have the effect of excluding, restricting or modifying any laws, rights or remedies imposed and required to be binding by statute or law, including the Competition and Consumer Act 2010 (Cth).

Privacy and Data

A copy of our Privacy Policy can be viewed here. It tells you more about the types of organisations to which we usually disclose Personal Information. We will comply with our Privacy Statement and the Privacy Act in relation to your Personal Information.

You acknowledge and understand that, while the Service is used on a transactional basis and can involve intermittent use, we will not retain the Personal Information or Sensitive Information you upload to the Service indefinitely. If you are not actively using your account on a regular basis, you should ask us to delete any such information that you have uploaded to the Service.

We do not warrant or ensure to retain copies of documents generated using the Service. Whilst we may regenerate a copy of a document previously generated by using information you have previously uploaded in using the Service, we do not warrant that an exact copy of the original document will and is not responsible for any errors or differences between the originally generated document and a subsequent version you elect to generate using the data previously uploaded.

Miscellaneous

Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.

These Terms are governed by and are to be read and interpreted according to the laws of the State of Victoria. In using the Service you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction. You may not argue, on the basis of the doctrine of forum non conveniens or any other basis, that the courts of that jurisdiction should not exercise jurisdiction.

You indemnify, and keep indemnified, us and our directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered by us arising from any claim, demand, suit, action or proceeding by any person against us where such loss or liability arose out of, or in connection with your acts or omissions or breach of these terms, or use of the Supplies. 

Website Use

In relation to your use of the Service and the documents you order, you agree that:

• each time you order a document from us, you agree to the then current version of these Terms. When you create an account or place your order, we will provide a link to, or show you the current version of these Terms and you must use the indicated method to evidence your acceptance of that version of the Terms;

• we do not warrant the accuracy or appropriateness of the contents of our website;

• the information and commentary on our website is general only and is prepared by the person named as the author on the relevant page of our Website and that we do not endorse it and disclaims responsibility for it;

• our Website may contain hyperlinks and pointers to other websites and that we are not responsible for any information or other hyperlinks accessible via such websites;

• we provide the hyperlinks and pointers to you simply for your convenience and we are not endorsing any of them;

• you access these other websites you do so at your own risk; and

• it is for you to decide whether these other websites should be relied on.

Limitation of Liability

You agree that if we are prohibited by law from excluding all implied warranties and conditions, then our liability will be limited to, at our option:

• • replacing the document you used the Service to order;

  • supply of some equivalent document;

  • amendment of the document; or

  • the payment of the cost of such replacement, supply or amendment.

You agree that:

• • to the extent that we are not prohibited by law from limiting our liability, then our liability is limited in the same manner as provided under clause 19 , including in respect of any liability that arises as a consequence of our negligence;

  • subject to law including the Australian Consumer Law, our liability to you for any matter related to the subject matter of these Terms will not include any special, indirect, incidental or consequential damages or loss of profits and will not exceed the cost to you for the particular transaction which has caused you the loss or damage; and

  • subject to law including the Australian Consumer Law, we do not warrant that the operation of the Service will be uninterrupted or that the Service is virus free or error free.

This costs agreement will not apply unless you are provided with a costs agreement to sign and return to us before we proceed with your matter.

This is our agreement with you as required by the Legal Profession Uniform Law (Victoria) (Uniform Law) that tells you:

• §  an estimate of total legal costs and expenses and the basis upon which our estimated fees are calculated; or

• §  total legal costs where our fees are a fixed amount and expenses incurred on your behalf are estimated; and

• §  your rights in relation to costs.

The basis upon which our fees will be calculated

Our fees are calculated in one of three ways:

• as a fixed amount

• based on our hourly rates; or

• a combination of both

Our scope of engagement indicates the basis on which our fees are calculated in relation to your matter. 

When our fees are fixed

Where our fees are fixed, they may be fixed for a task, a period of time or on another basis. Our scope of engagement indicates the work to which our fixed fee relates.

When our fees are calculated based on hourly rates

Where our fees are calculated based on hourly rates, we calculate those fees in 6 minute units.

The hourly rates of the lawyer responsible for your matter and other staff who may assist in the matter are set out in our scope of engagement.

Expenses we incur on your behalf

In addition to our fees we will charge you at cost for any expenses we incur on your behalf.  Such expenses might be barrister’s fees, court or tribunal filing fees, Titles Office fees, company search fees and fees payable to legal agents and any GST on these expenses.

If, in providing legal services for you, it becomes necessary to engage another law practice (including barristers) to provide specialist advice or services, we will consult you about the terms of this engagement before incurring the expense. We will provide you with a statement setting out the rates and estimated costs of any other law practice we propose to engage as soon as this information is available.

We may request that you provide us with payment in advance of us incurring an expense on your behalf. These funds will be held in our trust account until payment of the expense is required.

Estimated total legal costs

The total legal costs, including expenses, for this matter are set out in our scope of engagement.

Change to our scope of engagement

Where our scope of engagement is for a limited amount of work in a matter that changes, we endeavour to inform you of the possible total legal costs you could incur so that you can make an informed decision about incurring legal costs for the limited stage.

If it becomes necessary to carry out work outside the scope of engagement we will notify you and provide you with either a revised price or an estimate of the costs for that work.

Your rights

You have the right to:

• §  negotiate a costs agreement with us;

• §  negotiate a billing method with us;

• §  upon receipt of a bill from us to request an itemised bill within 30 days of receiving a non-itemised bill; and to

• §  seek assistance from the Victorian Legal Services Commissioner if you dispute our legal costs.

Award of costs in court or tribunal proceedings

Costs between disputing parties are determined at the discretion of the court or tribunal which can award all or part of them in favour of either party, or not at all.  If a party is successful, the court or tribunal may require that the other party pay some or all of the successful party's costs.  If a party is unsuccessful, that party may be required to pay all or some of the successful party's costs.

Payment and interest on overdue accounts

Unless our scope of engagement states otherwise:

§  we will invoice you for the work we have done for you either on completion of a task, monthly or at other regular intervals;

§  we require our tax invoices to be paid within 14 days of the date of the tax invoice or, where we require payment in advance, before we commence work.

If our tax invoice is not paid within 14 days interest will be charged at the cash target rate set by the Reserve Bank of Australia plus 2%.

 If we take steps to recover or attempt to recover our unpaid tax invoice, you will be liable to pay all costs and expenses incurred by us including legal costs and agent’s fees on an indemnity basis.

Where you have provided your credit card details to us, you authorise payment from your credit card for the amount of our tax invoice in accordance with this costs agreement unless trust funds are made available prior to the due date for payment.

Your privacy

The information we collect from you will only be used and disclosed for the purpose of accurately representing you and for meeting our legal obligations.  In certain circumstances, your information may be disclosed to the court or tribunal, the Law Institute of Victoria, our insurers, barristers and other lawyers.  You have the right to access your personal information, subject to exceptions governed by privacy law.  If you fail to provide us with any required personal information this may reduce the effectiveness of our representation and impact the outcome of your matter.  You can access our privacy policy here.

Terminating our engagement

You may terminate our engagement in writing at any time.  We will send you a tax invoice up to the date of the termination for an amount of the work then completed being the applicable proportion of the agreed price plus any expenses.  Until payment of the amount of your tax invoice, and any interest payable, we will retain any documents or files which we hold on your behalf.

Destruction of your file

We will destroy your file seven years from the conclusion of your matter.  Prior to that time, you can make arrangements to collect it from us provided all money you owe us is paid in full.  If your file is in electronic form, it will be returned to you in PDF form only.

Declaration in relation to trust money

Trust money received by us on your behalf will be banked in the general trust account operated by us in Victoria. This trust account is subject to supervision by the Victorian Legal Services Board and is maintained in accordance with the Legal Profession Uniform General Rules 2015 (Rules) and the Uniform Law, effective at the time of the deposit. Any claim in relation to trust money must be made under Victorian law.

You authorise us to draw on any money received into our trust account on your behalf to pay our legal fees as they become due and payable, inaccordance with the provisions of the Uniform Law and the Rules relating to the withdrawal of trust money for legal costs.  You will be provided with a trust statement at the conclusion of your matter.

Currently we do not accept trust money and do not operate a trust account.

Bank Account Details – Email Security

If you receive payment instructions for a different bank, branch, account name or account number, other than the account details we initially provided to you, the differing details should be presumed fraudulent.  Do not send any funds and contact our office immediately.

Payment Services

Should you enter into any form of arrangement or agreement with a service provider in respect of the payment of any fees for legal services provided or to be provided to you, such an arrangement or agreement does not relieve you from any of your obligations to be responsible for and to make payment of, any and all of our fees, expenses and invoices as and when they become due and payable.