LawConnect Terms and Conditions

Effective date: 17 August 2026

Contract

=General Terms+Product Terms+Third Party Terms

1. Agreement

• 1.1

  This agreement contains the terms and conditions that govern Your access to and use of the LawConnect Products and is made between Legal Marketplace Pty Ltd trading as LawConnect (ACN 676 482 509) of Level 21, Tower 2, 200 Barangaroo Ave, Barangaroo NSW 2000, Australia (LawConnect, We, Us, Our), and you or the entity you represent (Client, You, or Your) comprising the following parts:

  • (a)

    The General Terms of this agreement;

  • (b)

    any Product Terms applicable to the Products accessed or used by You;

  • (c)

    any applicable Third Party Terms; and

  • (d)

    (if relevant) the terms of any Order entered into between the Parties,

  (together, this Agreement).

• 1.2

  If there is any inconsistency between the documents listed above, the documents listed later will prevail to the extent of the inconsistency, except to the extent any of the provisions in this Agreement are declared to be an unfair contract term under applicable Consumer Law or are otherwise illegal, unenforceable or invalid.

• 1.3

  You accept and agree to be bound by this Agreement on the earlier of when You:

  • (a)

    click an ‘I accept’ button or check box presented with this Agreement;

  • (b)

    first use a LawConnect Product; or

  • (c)

    make a payment in accordance with an Order received from Us,

  (Effective Date) and will continue until it expires or is terminated.

• 1.4

  You represent that You are lawfully able and authorised to enter into this Agreement and bind the organisation or entity you represent (such as the company You work for), and it is duly organised under applicable Laws. Your use of the LawConnect Products is conditional on You accepting the terms of this Agreement. If You do not accept the Agreement, then do not use or access the LawConnect Products.

2. Country-Specific Terms

• 2.1

  Country-specific terms are set out in Schedule 1 and will govern Your use of the LawConnect Products. The applicable Country-specific terms (Territory) are determined by reference to the country of the address associated with Your Account.

3. Term

• 3.1

  This Agreement will commence on the Effective Date and continues until terminated or it otherwise expires (Agreement Term).

4. Third Party Products

• 4.1

  The LawConnect Products may incorporate, are a compilation of or allow integration with Third Party Products (in whole or in part) which are supplied by Third Pary Providers and are subject to Third Party Terms.

• 4.2

  For each order for Third Party Products placed by You through the LawConnect Platform:

  • (a)

    A separate contract is formed between You and the applicable Third Party Supplier comprising this Agreement (as applicable), Third Party Terms, and the order (Supplier Contract);

  • (b)

    LawConnect enters into the Supplier Contract with You as agent for You and the Third Party Supplier for the benefit of LawConnect, You and the Third Party Supplier, and holds the benefit of the Supplier Contract as trustee for You and Third Party Supplier;

  • (c)

    Your legal rights and remedies for any Loss or Claims suffered by You in connection with the Third Party Products are against the Third Party Supplier and are not against LawConnect, except to the extent such Loss or Claim cannot be excluded by Law or is directly caused by LawConnect’s breach of a Supplier contract or LawConnect’s negligent, wilful, criminal or fraudulent act or omission.

• 4.3

  You appoint LawConnect as Your agent to act on Your behalf for the purposes of:

  • (a)

    Submitting Your orders for Third Party Products to the applicable Third Party Supplier;

  • (b)

    Delivering the Third Party Products to You on behalf of the Third Party Supplier;

  • (c)

    Entering into the Supplier Contract with the Third Party Supplier on Your behalf as specified in clause 4.2; and

  • (d)

    Where applicable, taking payment for the Third Party Products from You on trust for the benefit of the Third Party Supplier and remitting payment to the Third Party Supplier on Your behalf.

• 4.4

  You acknowledge and agree that:

  • (a)

    LawConnect incurs Authority Fees in its capacity as a paying agent on the Client’s behalf and may invoice You for such Authority Fees (if applicable); and

  • (b)

    You authorised LawConnect, as Your agent, to do everything reasonably necessary for it to carry out its obligations under clause 4.3.

5. Access, Licence, and Restrictions

• 5.1

  Access: LawConnect will provide access to the LawConnect Platform during the Agreement Term for the purpose of enabling You to access the LawConnect Products.

• 5.2

  Licence: During the Agreement Term, and subject to the restrictions set out in this clause, LawConnect grants to You a non-exclusive, non-sublicensable, non-transferable, revocable license for You (through Your Permitted Users) to access and use the LawConnect Products and (where applicable) for the Permitted Purpose and strictly in accordance with the terms of this Agreement and all Laws.

• 5.3

  Licence Duration: The licence granted under clause 5.2 ends upon termination or expiry of this Agreement.

• 5.4

  Permitted Users: You agree that You are responsible and remain fully liable for the acts and omissions of Your Permitted Users and Representatives in connection with this Agreement.

• 5.5

  Licence Restrictions: In addition to clause 5.4, and except as expressly permitted under this Agreement, You agree to ensure that neither You nor any Permitted Users must not (nor attempt to):

  • (a)

    Permitted Purpose: use the LawConnect Platform or LawConnect Products for any purposes other than the Permitted Purpose;

  • (b)

    No Third Party benefit: use the LawConnect Products or LawConnect Platform on behalf of or for the benefit of any third party;

  • (c)

    Disclaimers: remove, alter or deface any registered or unregistered trademark, logo, copyright notice, disclaimer or other proprietary notice appear on or in the LawConnect Platform or any materials accessed via the LawConnect Platform.

  • (d)

    Trade Marks: adversely affect or jeopardise the rights of LawConnect (or its Representatives) to register any unregistered trade marks, whether or not an application for registration has been made;

  • (e)

    Misuse and Damage: interfere, damage, alter, misuse or gain unauthorised access to LawConnect Platform or LawConnect Products or its related systems or otherwise interfere with the ability of any other user of the LawConnect Platform to use the LawConnect Products;

  • (f)

    Scraping: data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest (whether by any automated process, ‘brute force attack’ or otherwise) the LawConnect Platform or LawConnect Products for any purpose, including setting up or adding to a database;

  • (g)

    Reverse Engineer: decompile, disassemble, translate, replicate or otherwise reverse engineer the LawConnect Platform or LawConnect Products or attempt to circumvent the security-related features of the LawConnect Platform or LawConnect Products;

  • (h)

    No Transfer: sublicense, sell, resell, commercialise, assign or transfer any right, title or interest (including any Intellectual Property Rights) in the LawConnect Products to any person;

  • (i)

    Copyright: copy, reproduce, publish, disclose, distribute, display, alter, modify or adapt the LawConnect Products or create a derivative work (save where reasonably necessary to use or access the LawConnect Products for the Permitted Purpose); or

  • (j)

    Competition: use the LawConnect Platform or LawConnect Products in any way that competes with LawConnect’s business;

  • (k)

    Misuse: use the LawConnect Platform or LawConnect Products in any way that would or may:

    (i) constitute a misuse of any person’s Confidential Information or infringe upon any person’s rights (including Privacy rights, Intellectual Property Rights and Moral Rights);

    (ii) breach any Laws or otherwise amount to a use or disclosure for unlawful purposes;

    (iii) promote or encourage spam or other unsolicited bulk email;

    (iv) damage the reputation or goodwill of LawConnect or otherwise be misleading, deceptive or defamatory; or

    (v) be intended to avoid incurring Fees or minimise the applicable Fees payable (where applicable),

  (each, a Non-Permitted Purpose).

6. Provision of Services

• 6.1

  Delivery: LawConnect will deliver the LawConnect Products via the LawConnect Platform.

• 6.2

  LawConnect Obligations: LawConnect will use reasonable commercial endeavours to provide access to the LawConnect Platform and the LawConnect Products:

  • (a)

    in a professional, competent, timely and responsible manner;

  • (b)

    in compliance with the terms of this Agreement; and

  • (c)

    in compliance with all Laws that apply to the LawConnect Platform and LawConnect Products supplied under this Agreement.

• 6.3

  User Credentials: Where applicable to Your LawConnect Product, LawConnect will provide User Credentials to You to allow access to the relevant parts of the LawConnect Platform.

• 6.4

  Affiliates: LawConnect may:

  • (a)

    provide the LawConnect Platform or LawConnect Products through its Affiliates; and

  • (b)

    disclose the Client Data to its Affiliates in connection with this Agreement,

  provided that LawConnect remains solely liable and responsible for the acts or omissions of any such Affiliate performing services in connection with this Agreement. References to LawConnect in this Agreement includes any relevant LawConnect Affiliate.

7. Service Variations

• 7.1

  Subject to clause 6.3, LawConnect may, at any time:

  • (a)

    modify the method of supply and delivery of, or access to, the LawConnect Products;

  • (b)

    change, refine or discontinue any feature or functionality of the LawConnect Platform or LawConnect Products;

  • (c)

    amend or vary this Agreement from time to time. We will provide reasonable notice (at least 14 days) in writing to You if any of these changes materially and adversely affects Your rights under this Agreement;

  • (d)

    amend the Third Party Terms from time to time where directed or required by the Third Party Supplier or to otherwise comply with LawConnect’s agreement with a relevant Third Party Supplier. We will provide reasonable notice (at least 14 days) in writing to You if any of these changes materially and adversely affect Your rights under this Agreement;

  • (e)

    suspend or other deactivate Your, and each of the relevant Permitted Users’, access to the LawConnect Platform or LawConnect Products where there is an actual or suspected security concern associated with the continued access by those users; and

  • (f)

    make temporarily unavailable or otherwise suspend access to the LawConnect Platform or LawConnect Products where reasonably necessary for: scheduled or emergency maintenance, system updates; other upgrades; or any other changes to the LawConnect Platform and/or LawConnect Products, and

  where possible, we will provide reasonable written notice to You.

• 7.2

  Reservation of Rights: LawConnect may at any time:

  • (a)

    store any and all data using cloud storage technology (such as Amazon Web Services), at LawConnect’s discretion;

  • (b)

    use third-party artificial intelligence technologies to assist to provide the LawConnect Products (including those provided by OpenAI and Anthropic); and

  • (c)

    gather analytics in relation to any and all activity on the LawConnect Platform, use of the LawConnect Products and Client Data for internal purposes (subject to clauses 19 (Privacy) and 20 (Conf), including for purposes such as billing, gauging interest and identifying usage patterns.

• 7.3

  Where LawConnect exercises its rights under clause 6.1 to Your material detriment, You may terminate this Agreement immediately by notice in writing to LawConnect within 30 days of the change taking effect.

8. Client Data

• 8.1

  You will provide the Client Data reasonably required to enable LawConnect to provide the LawConnect Platform and LawConnect Products.

• 8.2

  You grant to LawConnect, a non-exclusive, non-sublicensable (except as provided under clause 7.3) licence during the Agreement Term to use the Client Data for the limited purpose of providing the LawConnect Platform and LawConnect Products to You. LawConnect must not use Client Data for any other purpose without Your prior written consent.

• 8.3

  You consent to and agree that LawConnect may sub-license and disclose the Client Data to Third Party Suppliers and subcontractors during the Agreement Term for the limited purpose of providing the LawConnect Platform and LawConnect Products to You.

9. Use of AI in LawConnect

• 9.1

  Acknowledgement: You acknowledge and agree that elements of the LawConnect Products are powered by artificial intelligence (AI), and use AI algorithms and technologies, including machine learning and generative AI, for activities including (but not limited to): (a) providing answers to Your questions, (b) providing suggestions of legal providers who may be able to provide assistance, (c) generating reports and summaries of legal matters, and/or (d) providing assistance with other requirements related to legal or business practice (together, the AI Services).

• 9.2

  Input: You agree that:

  • (a)

    Any questions, information, documents, data, and materials (whether provided by voice or text) that You provide to the AI Services (Input) may be processed by AI Services;

  • (b)

    You are responsible for ensuring that You have all necessary rights and consents, including third party privacy consents (Consents), to provide the Input to LawConnect for the purposes of providing the AI Services.

• 9.3

  Warranty: You warrant that You have all necessary rights and Consents relating to Input so that LawConnect’s processing of the Input will not infringe, misappropriate, or otherwise violate any third party rights or any applicable Law.

• 9.4

  Liability: You indemnify LawConnect against all Loss arising from your failure to obtain and maintain required Consents. LawConnect has not advised you on what consents are required in your jurisdiction.

• 9.5

  Disclaimers:

  • (a)

    AI Services may not have been developed or approved by legal practitioners and carry no legal or professional endorsement. The AI Services may not (i) reflect applicable Laws, (ii) suit Your circumstances; or (iii) be current.

  • (b)

    AI Services do not constitute legal advice and must not be relied upon as legal advice. A qualified lawyer should review any legal-related output of the AI Services before it is relied upon; and

  • (c)

    AI Services may not be accurate or current. You are responsible for validating AI Services based on Your own skill, judgment and experience.

10. Client Acknowledgement and Obligations

• 10.1

  Client Acknowledgement: LawConnect is entitled to rely on Client Data as provided by You and, unless expressly required, LawConnect has no obligation to verify its accuracy or completeness.

• 10.2

  Client Obligations: You must (and must ensure Your Representatives & Permitted Users):

  • (a)

    provide LawConnect with any Client Data and sufficient written instructions as reasonably required to enable LawConnect to provide the LawConnect Platform and LawConnect Products;

  • (b)

    comply with any Third Party Terms;

  • (c)

    implement the security measures specified under clause 22.2; and

  • (d)

    comply with the terms of this Agreement,

  (together, the Client Obligations).

• 10.3

  Exclusion of Liability: LawConnect is not liable for any failure to provide the LawConnect Platform or LawConnect Products to the extent that such failure is due to Your failure to fulfil any of Your Client Obligations.

11. Invoicing and Payment

• 11.1

  This clause 11 applies where You and LawConnect enter into an Order where You agree to pay Fees for access to a LawConnect Product.

• 11.2

  Invoices: On a periodic basis, LawConnect will provide You a Tax Invoice that complies with Tax Law for all Fees applicable to the LawConnect Products ordered and supplied to You during the invoice period.

• 11.3

  Payment: You must pay to LawConnect all undisputed Fees under this Agreement and, where applicable, as further detailed in the Order. All Fees will be Tax exclusive unless otherwise indicated. If the supply of a LawConnect Product is subject to Tax, You must pay to LawConnect an additional amount equal to the relevant Fee multiplied by the applicable Tax rate. Such additional amount is payable at the same time as the related Fee.

• 11.4

  Payment Terms: Payment of Tax Invoices are due within 30 days of the date listed on the relevant Tax Invoice and payable by credit card, unless otherwise agreed by the Parties in writing.

• 11.5

  Credit Card Payments: LawConnect uses Stripe to facilitate Fees payments. You agree to Stripe’s Third Party Terms and authorise Us and Stripe to share the information and payment instructions required to complete the payment of the Fees. LawConnect may charge a reasonable transaction fee where it is agreed that You pay Fees by credit card, which will be displayed at point of sale or otherwise agreed in writing. LawConnect, in its sole discretion, may elect to waive the transaction fee where you pay by direct debit.

• 11.6

  Authority Fee Increases: Noting clause 11.5, LawConnect may increase the Fees at any time to pass through Authority Fee increases or additional charges imposed by its Third Party Suppliers. LawConnect will use reasonable endeavours to provide You with reasonable advanced notice of the new Fees. However, this may not always be possible where Third Party Suppliers give little or no notice. Adjusted Fees will be shown at point of sale.

• 11.7

  Fee Review: Without limiting clause 11.6, LawConnect may increase the Fees by giving reasonable advance notice.

• 11.8

  Termination: If You object to any increase to Fees notified by LawConnect under clause 11.6 or 11.7, you may elect to terminate this Agreement by providing notice in writing from receipt of such notice within 30 days of the change taking effect.

• 11.9

  Disputes: Paying a Tax Invoice does not waive Your right to dispute it.

• 11.10

  Interest: Interest accrues on overdue undisputed Fees at 5% per annum above the applicable Cash Rate calculated on a daily basis.

• 11.11

  Payment Default: You acknowledge and agree that:

  • (a)

    if any Fees are unpaid for more than 30 days from the due date, then, LawConnect may:

    • (i) terminate this Agreement and remove Your access to any relevant LawConnect Products immediately; and

    • (ii) transfer the right to receive, recover or pursue such amounts to a third party and You will be liable for any associated recovery costs;

  • (b)

    LawConnect may, notify a commercial credit reporting agency when:

    • (i) any Fee is not paid within sixty (60) days from the due date;

    • (ii) the amount exceeds $150.00;

    • (iii) LawConnect has requested payment either in person (for example by phone call) or by notice in writing and provided You with notice of LawConnect’s intent to notify the credit reporting agency if such payment is not received; and

    • (iv) otherwise permitted by applicable Laws.

• 11.12

  LawConnect will refund a prorated portion of any prepaid Fees, or You will not be liable to pay the relevant portion of the Fees, which relate to:

  • (a)

    the Client’s termination of this Agreement under clause 11.8, upon receiving notice of a Fee increase, in accordance with clause 11.6 or 11.7;

  • (b)

    the Client’s termination of this Agreement as a result of a material breach by LawConnect in accordance with clause 17.2.

12. Taxes

• 12.1

  Please see our Country-specific terms for the applicable Territory at Schedule 1.

13. Warranties, Acknowledgments and Exclusions

• 13.1

  Mutual Warranties: Each Party warrants on a continuing basis that:

  • (a)

    it has full corporate power and authority to enter into and perform this Agreement;

  • (b)

    executing and performing this Agreement does not breach any contractual, legal or other obligations that apply to it; and

  • (c)

    it is lawfully able to grant any relevant licences to the other Party as provided for under this Agreement.

• 13.2

  LawConnect Warranties: LawConnect warrants that:

  • (a)

    it will not knowingly introduce any errors, faults or other imperfections to the LawConnect Platform or LawConnect Products;

  • (b)

    the supply of the LawConnect Platform or LawConnect Products for the Permitted Purpose:

    • (i) is not contrary to any applicable Laws as they relate to LawConnect; and

    • (ii) will not infringe any third party copyright.

• 13.3

  Client Warranties: You warrant that:

  • (a)

    the Client Data disclosed by or on behalf of You to LawConnect in connection with this Agreement:

    • (i) will not infringe any applicable Laws;

    • (ii) will not infringe the copyright or other Intellectual Property Rights of any third party;

    • (iii) You have obtained or will obtain (prior to the disclosure to LawConnect) all required and necessary consents and authorisations for LawConnect to collect, use, hold, process and disclose the Client Data in accordance with this Agreement; and

  • (b)

    You (and any Permitted Users) shall use the LawConnect Platform or LawConnect Products in compliance with this Agreement and applicable Laws.

• 13.4

  Client Acknowledgements: Except as otherwise expressly provided this Agreement and to the extent the following warranties cannot be excluded by Law, You acknowledge and agree to the fullest extent permitted by Law:

  • (a)

    the warranties set out in clauses 13.1 and 13.2 are in lieu of any other warranties by LawConnect, express or implied;

  • (b)

    the LawConnect Platform or LawConnect Products are provided on an “as-is” and “as available” basis and all terms, warranties, representations, and conditions are expressly excluded, and LawConnect expressly disclaims all express or implied terms, warranties, representations, and conditions in respect of the LawConnect Platform or LawConnect Products: will be merchantable, will be non-infringing, will meet Your requirements; are fit or suitable for Your intended purpose or use; will be compatible with, or suitable for use with, Your own software or applications; will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise (including any LawConnect Products sourced from Third Party Suppliers), or that the statistical methodology on which any of the LawConnect Platform or LawConnect Products are derived use appropriate or accurate assumptions;

  • (c)

    LawConnect does not provide any legal advice or legal services, accounting or other professional services advice by providing You access to the LawConnect Products;

  • (d)

    You are solely responsible for ensuring that the LawConnect Platform and LawConnect Productsmeet Your needs; and

  • (e)

    links, integrations, or connections to third-party websites, applications, or other services do not imply review or endorsement by us. You access them at your own risk.

• 13.5

  Remedies: If LawConnect breaches (i) clause 13.1; (ii) any warranties or guarantees implied by Law; or (iii) any warranties or guarantees that cannot be excluded by Law, then LawConnect’s liability is limited at its election to:

  • (a)

    Using commercially reasonable efforts to modify, correct or provide access to the relevant LawConnect Platform or LawConnect Products;

  • (b)

    Resupplying the LawConnect Product to You;

  • (c)

    Reimbursing You the relevant Fees paid by You (where applicable) for the provision of the LawConnect Products; and/or

  • (d)

    Waiving payment of any Fees for the re-supply of the LawConnect Product to You.

14. Indemnities

• 14.1

  Indemnities: The Party giving the indemnity (Indemnifying Party) indemnifies the other Party (Indemnified Party) against any third party Claims (including any reasonable legal costs) reasonably incurred and arising directly from:

  • (a)

    any infringement by the Indemnifying Party upon any person’s Intellectual Property Rights or misuse of Confidential Information in connection with this Agreement;

  • (b)

    any breach of clauses 5 (Access, Licence & Restrictions) or 19 (Intellectual Property Rights) by the Indemnifying Party;

  • (c)

    any grossly negligent, wilful, criminal or fraudulent act or omission by the Indemnifying Party or its Representatives in connection with this Agreement; or

  • (d)

    any personal injury or death or tangible property damage caused by the negligent acts or omissions by the Indemnifying Party or its Representatives in connection with this Agreement.

• 14.2

  Third Party Claims: Where clause 14.1 applies and the Claim is a Claim made by a third party against You:

  • (a)

    LawConnect reserves the right to defend the Claim (or any Losses claimed, as may be applicable); and

  • (b)

    where LawConnect exercises this right, You must:

    • (i) give LawConnect sole control of the defence and settlement (except that LawConnect may not settle without unconditionally releasing you from all liability);

    • (ii) provide all reasonable assistance LawConnect requests (and LawConnect will cover Your reasonable third party costs of doing so); and

  • (c)

    You must take all reasonable steps to mitigate Your Losses in respect of any such Claim.

15. Limitation of Liability

• 15.1

  Liability Cap: Except as provided under clause 15.2, and subject to clauses 15.3, 15.4 and 15.5, and to the maximum extent permitted by Law, each Party's maximum aggregate liability arising under or in connection with this Agreement (whether directly or indirectly, in equity, contract, tort, negligence or otherwise) will not exceed the total amount of Fees paid by You to LawConnect within the 12 months immediately preceding the date of any such Claim or Loss (Liability Cap). This cap applies both to each individual Claim and to the aggregate of all Claims and Losses arising in any rolling 12-month period during the Term.

• 15.2

  Uncapped Liabilities: Subject to clauses 15.3, 15.4 and 15.5, and to the maximum extent permitted by Law, nothing in this Agreement limits or excludes a Party’s liability for any Claims or Losses:

  • (a)

    arising under clauses 14.1(c) or 14.1(d);

  • (b)

    arising from any Grossly Negligent, wilful, criminal or fraudulent acts or omissions of the other Party or its Representatives;

  • (c)

    Your breach of clauses 5.5;

  • (d)

    arising from the obligation to pay Fees; or

  • (e)

    that may not be limited or excluded under Law.

• 15.3

  General Exclusions: Notwithstanding any other term of this Agreement, LawConnect has no liability for any Loss or Claim caused directly or indirectly by:

  • (a)

    the failure by You to comply with any Laws governing Your conduct;

  • (b)

    the inability of You, Your Representatives, Affiliates or any Permitted User to access or use the Connect Platform or LawConnect Products for any reason not within LawConnect’s reasonable control;

  • (c)

    a failure by You, Your Representatives, Affiliates or any Permitted User to comply with Your Client Obligations under this Agreement;

  • (d)

    equipment, data, Client Data or services supplied to LawConnect by You or any third party not within LawConnect’s reasonable control;

  • (e)

    the Third Party Products, Third Party Suppliers, Third Party Supplier websites, or any linked or integrated third party websites, content, services or applications; or

  • (f)

    a Force Majeure Event.

• 15.4

  Consequential Loss: To the maximum extent permitted by Law, neither Party will be liable to the other Party for any Consequential Loss arising out of or in connection with this Agreement (including under an indemnity). This clause does not apply to Losses or Claims arising under clause 15.3(c).

• 15.5

  Contributory Acts: To the maximum extent permitted by Law, a Party’s liability to the other Party in connection with this Agreement (including under an indemnity) will be reduced proportionately by the extent to which the acts or omissions of the other Party or any of its Affiliates caused or contributed to the relevant Loss or Claim.

• 15.6

  Mitigation: Each Party must take all reasonable steps to mitigate its Losses arising in connection with this Agreement (including under an indemnity).

• 15.7

  Survival of Clause: This clause 15 is intended to survive the termination of this Agreement.

16. Suspension of Access

• 16.1

  Suspension: LawConnect may suspend this Agreement by written notice where:

  • (a)

    LawConnect becomes aware of, or reasonably suspects that, You are in breach of Third Party Terms;

  • (b)

    LawConnect becomes aware of, or reasonably suspects that, You are in breach of clause 22; or

  • (c)

    as otherwise specified under this Agreement.

• 16.2

  Notice and resumption: LawConnect will use reasonable commercial endeavours to:

  • (a)

    provide as much notice as practical; and

  • (b)

    restore suspended services once the relevant issue referenced out in clause 16.1 has been rescinded or resolved.

17. Termination

• 17.1

  Termination for Convenience: Either Party may terminate this Agreement by providing at least 30 days’ written notice. You may also simply cease using the LawConnect account at any time without the need to provide us with formal notice of termination (i.e leave the account open but unused).

• 17.2

  Termination for Material Breach: Either Party may terminate or suspend this Agreement immediately by written notice if other Party:

  • (a)

    commits a material breach that cannot be remedied;

  • (b)

    commits a material breach capable of remedy and fails to remedy it within 10 Business Days of written notice, or commits multiple or recurring breaches which in aggregate amount to a material breach;

  • (c)

    suffers an Insolvency Event; or

  • (d)

    does anything that materially damages or is likely to materially damage the reputation of any relevant brand of the other Party.

• 17.3

  Termination or suspension for non-payment: LawConnect may terminate or suspend this Agreement immediately if You owe undisputed amounts outstanding for more than 30 days, after written demand.

• 17.4

  Termination for conduct: LawConnect aims to treat everyone with courtesy and respect. In turn, LawConnect expects You to adhere to the same standards when dealing with LawConnect staff. LawConnect may terminate this Agreement upon immediate written notice to You where, in the reasonable opinion of LawConnect, behaviour by You or any of Your Representatives constitutes unacceptable conduct, including harassment or abuse of any kind (whether verbal, physical or written), towards a LawConnect Representative.

18. Consequences of Termination

• 18.1

  Obligations: Upon termination or expiry of this Agreement:

  • (a)

    You must immediately cease using all relevant LawConnect Products;

  • (b)

    You must pay all outstanding Fees for the LawConnect Products provided before the termination date;

  • (c)

    each Party must promptly securely and permanently delete or destroy the others Party’s Materials and Confidential Information in its possession or control, except to the extent:

    • (i) required by Law or under any legally binding order or rule of any regulator or stock exchange;

    • (ii) required for accounting, corporate governance, or regulatory purposes;

    • (iii) the materials are stored in an archived backup of the respective Party’s relevant software (or other server environment);

    • (iv) the materials are the subject of an unexpired licence granted under this Agreement;

    (Retained Information).

• 18.2

  The Retained Information must be:

  • (a)

    kept confidential in accordance with clause 18 of this Agreement;

  • (b)

    not used for any purpose other than as permitted under clause 18.1(c) above; and

  • (c)

    permanently deleted and destroyed in accordance with this Agreement once no longer required for the purpose specified under clause 18.1(c) above.

19. Intellectual Property Rights

• 19.1

  LawConnect IP: You acknowledge and agree that:

  • (a)

    all Rights, title and interests (including all Intellectual Property Rights) in the LawConnect Materials (including any Modifications) are owned by and vest in, LawConnect, its Affiliates or Third Party Suppliers on creation; and

  • (b)

    except for any rights expressly granted under this Agreement, You do not acquire any Right, title, interest or any Intellectual Property Rights to the LawConnect Materials through this Agreement.

• 19.2

  Client Data: You own all Rights, title and interests (including all Intellectual Property Rights) in the Client Data.

20. Confidentiality

• 20.1

  Mutual obligations of confidence: Subject to clause 20.2, the Recipient must:

  • (a)

    keep the Confidential Information strictly confidential;

  • (b)

    not use, modify, reproduce or exploit the Confidential Information for any purpose other than as expressly permitted under this Agreement;

  • (c)

    not disclose Confidential Information to any person other than as expressly permitted under this Agreement;

  • (d)

    ensure that the Recipient’s Representatives and Affiliates comply with the Recipient’s obligations as set out in this Agreement; and

  • (e)

    establish and maintain effective security measures no less stringent than those it uses to protect its own Confidential Information to protect the Discloser’s Confidential Information in the Recipient’s possession or control (or in the possession or control of any of its Representatives or Affiliates) from loss, theft, or unauthorised access, use, copying, modification, destruction or disclosure.

• 20.2

  Permitted use and disclosure: Notwithstanding clause 20.1 and subject to clause 20.3 the Recipient may disclose Confidential Information to:

  • (a)

    its Representatives, limited to the extent necessary to perform the Recipient’s obligations or exercise its rights under this Agreement;

  • (b)

    to its professional advisors, to obtain legal or other professional advice in relation to matters arising under or in connection with this Agreement;

  • (c)

    the extent required to comply with any Law, binding directive of a Regulator or a court order;

  • (d)

    to the extent required to do so in connection with legal proceedings relating to this Agreement;

  • (e)

    to the extent required under the listing rules of an applicable securities exchange or to facilitate an initial public offering or listing on that securities exchange; or

  • (f)

    as otherwise agreed in writing by the Parties.

• 20.3

  Conditions of Disclosure: Before using or disclosing the Confidential Information under clause 20.2, the Recipient must:

  • (a)

    promptly notify the Discloser in writing if disclosure may be required under clause 20.2(c) or 20.2(d) to give the Discloser an opportunity to prevent the disclosure, to obtain a protective order or other remedy;

  • (b)

    limit the disclosure of any Confidential Information permitted under clause 20.2 to the minimum extent necessary to satisfy the purpose of the disclosure; and

  • (c)

    take all reasonable and lawful steps to preserve its confidentiality and, to the extent possible, ensure that any Confidential Information disclosed under clause 20.2 is subject to equivalent confidentiality obligations to this Agreement.

• 20.4

  Acknowledgements: The Parties acknowledge and agree that the other Party’s Confidential Information is commercially sensitive, proprietary and valuable to the other Party and, in respect of any breach or threatened breach by a Party or any of its Representatives or Affiliates of its obligations under this Agreement (including those contained in this clause 20):

  • (a)

    damages may not be available, or if they are, they may not be an adequate remedy for the other Party;

  • (b)

    the other Party is entitled to seek injunctive relief as a remedy, in addition to any other remedies available at Law.

• 20.5

  Survival: All obligations of confidence set out in this clause 20 are intended to continue in full force and effect even after the termination of this Agreement.

21. Privacy

• 21.1

  Privacy Policy: In addition to these Services Agreement, our Privacy Policy sets out in detail how we process Your Personal Information that You, Your Representatives disclose to LawConnect.

• 21.2

  Compliance with Privacy Laws: Each Party warrants and its Representatives will comply with all Privacy Laws in connection with any Personal Information collected, used, disclosed, stored or received in connection with this Agreement.

• 21.3

  Disclosure of Personal Information: Each Party warrants that any Personal Information it or its Representatives disclose under this Agreement will be and has been collected, used, processed, held and disclosed in accordance with applicable Privacy Laws.

• 21.4

  Receipt of Personal Information: The Recipient of Personal Information must (and must ensure that its Representatives):

  • (a)

    not collect, use, disclose, store, transfer or handle the Personal Information except in accordance with applicable Privacy Laws, the Permitted Purpose and strictly for the purpose of performing its obligations and exercising its rights under this Agreement, or as otherwise required by Law;

  • (b)

    take all reasonable steps to protect it from misuse, Loss, unauthorised access, modification or disclosure;

  • (c)

    take all reasonable steps to destroy or permanently de-identify it upon the earlier of the expiry or termination of this Agreement or when it is no longer needed for a purpose connected with this Agreement;

  • (d)

    notify the Discloser in writing, without undue delay and within no more than 72 hours after becoming aware of any:

    • (i) compliance notice or other request issued by a relevant Regulator; or

    • (ii) breach of this clause 21 or any applicable Privacy Law.

• 21.5

  Notification of Data Breach: Where a Party has reasonable grounds to suspect a Notifiable Data Breach has occurred, that Party will:

  • (a)

    notify the other Party in writing including all relevant details without undue delay and no later than 72 hours after becoming aware;

  • (b)

    co-operate with the other Party to investigate the suspected Notifiable Data Breach;

  • (c)

    take all reasonable steps to mitigate the impact of the Notifiable Data Breach and prevent recurrence;

  • (d)

    co-operate in good faith to minimise reputational damage, including liaising on communications with the Regulator, affected individuals and any other impacted third parties; and

  • (e)

    co-operate in good faith with the other Party to prepare and submit notifications to the applicable Regulator and affected individuals and provide other assistance as reasonably required to support the other Party in its compliance with Privacy Laws.

• 21.6

  Communications Consent: Where You provide to us your contact details (including Your email address or phone number), You consent to receiving:

  • (a)

    service messages about Your LawConnect account, including verification codes, outreach notifications and in connection with Your LawConnect Products; and

  • (b)

    marketing and promotional communications from LawConnect about its products and services offerings which may be of interest to You,

  in accordance with Our Privacy Policy.

• 21.7

  Marketing Opt-Out: You may opt-out of receiving the marketing and promotional communications detailed in 19.6(b) at any time by emailing Your request to help@lawconnect.com.

• 21.8

  Survival: This clause 21 survives the termination of this Agreement.

22. Data Protection and Security

• 22.1

  Security Standards: Each party must maintain security controls for the systems it operates in connection with this Agreement that:

  • (a)

    meet or exceed ISO 27001:2022 (or any equivalent or successor standard);

  • (b)

    ensure materials provided under this Agreement do not contain publicly known Malware; and

  • (c)

    protect Client Data stored, handled or processed from accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access.

• 22.2

  Client Security Measures: In addition to clause 22.1, You must:

  • (a)

    ensure that no Unauthorised Person can access or use the LawConnect Products for a Non-Permitted Purpose.

  • (b)

    not circumvent or violate any security measures LawConnect uses for the LawConnect Platform; or

  • (c)

    not scan or test the vulnerability of the LawConnect Platform or breach LawConnect’s security or authentication procedures.

• 22.3

  User Credentials: You acknowledge and agree that:

  • (a)

    LawConnect may update User Credentials (where provided) to protect the security of the LawConnect Platform.

  • (b)

    You must, and must ensure each Permitted User:

    • (i) protect User Credentials from theft, loss or unauthorised use and keeps them confidential under clause 20; and

    • (ii) not disclose or allow (including through negligence) User Credentials to be used by any person other than an authorised Permitted User (Unauthorised Users).

  • (c)

    You are solely responsible for all use of your User Credentials, including by any Unauthorised Users.

23. Dispute Resolution

• 23.1

  Any dispute or difference arising from or in connection with this Agreement, shall be dealt with in accordance with the provisions of this clause 23. 

• 23.2

  The dispute resolution process may be initiated at any time by either Party serving a notice in writing on the other Party that a dispute has arisen. The notice must include reference to this clause 23 and contain reasonable information as to the nature of the dispute.

• 23.3

  The Parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures: 

  • (a)

    Within 14 days of service of the notice, an authorised representative of both You and LawConnect shall meet, either in person or via conference, to discuss the dispute and attempt to resolve it.

  • (b)

    If the dispute remains unresolved following the meeting, You and LawConnect agree to enter into external mediation in good faith in accordance with the mediation rules of the Law Society of New South Wales.

• 23.4

  Until the Parties have completed the steps referred to in this clause 23, and have failed to resolve the dispute, neither Party shall commence formal legal proceedings or arbitration. Should either party choose to proceed with formal legal proceedings despite this requirement, they acknowledge and agree that all costs associated with such legal proceeding or arbitration shall be borne solely by that party. 

24. General Provisions

• 24.1

  Force Majeure: Neither Party is liable for any failure or delay in performing their obligations if the failure or delay results from an event of Force Majeure and such affected obligations will be suspended until the passing of that Force Majeure event.

• 24.2

  Notices: LawConnect will provide notices to You by sending an email to the email address notified to Us as the primary account contact. You will provide notices under this Agreement to Us by sending an email to help@lawconnect.com which will be updated with you from time to time. Notice will be treated as received when the email is sent. You are responsible for keeping Your notification email address current throughout the Agreement Term.

• 24.3

  Assignment: You may not assign or transfer any obligation under this Agreement without the prior written consent (which will not be unreasonably withheld).

• 24.4

  Costs: Except as otherwise set out in this Agreement, each Party must pay its own costs in relation to preparing, negotiating and executing this Agreement and any document related to this Agreement.

• 24.5

  Entire Agreement: This Agreement contains everything the Parties have agreed in relation to the matters it deals with. This Agreement supersede all other prior or contemporaneous understandings or agreements between the Parties regarding the subject matter of this Agreement. Neither Party can rely on an earlier agreement, or anything said or done by another Party, or by a director, officer, agent, partner or employee of that Party, before this Agreement were executed.

• 24.6

  Further Acts: Each party agrees to do all things and sign all documents reasonably necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it.

• 24.7

  No agency or partnership: Except as expressly provided in this Agreement or by express written agreement between the Parties, the relationship between the Parties is that of principal and independent contractor and no Party is an agent, Representative, partner, employee/employer, fiduciary or joint venturer of any other Party by virtue of this Agreement.

• 24.8

  No authority to Act: Except as specifically provided in this Agreement or by express written agreement between the Parties, no Party has any power or authority to act for or to assume any obligation or responsibility on behalf of another Party, to bind another Party to any agreement, negotiate or enter into any binding relationship for or on behalf of another Party or pledge the credit of another Party.

• 24.9

  Severability: If a clause or part of a clause of this Agreement can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Agreement, but the rest of this Agreement are not affected.

• 24.10

  Variation: Any variation to this Agreement must be in writing and accepted by the Parties. This acceptance includes:

  • (a)

    electronic acceptance such as by clicking ‘I agree’ (or similar) upon notification of the variation; or

  • (b)

    continued use of the LawConnect Platform or LawConnect Products following the written notification.

• 24.11

  Waiver: The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Agreement, does not amount to a waiver of any obligation of, or breach of obligation by, another Party. A waiver by a Party is only effective if it is in writing and signed by the Party. A written waiver by a Party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

• 24.12

  Accrued Rights: Termination or expiry of this Agreement will not act as a waiver of any breach or other accrued Rights arising in connection with this Agreement; and will not act as a release of either Party from any accrued obligations under this Agreement.

• 24.13

  Governing law and jurisdiction: Please see our Country-specific terms for the applicable Territory as set out at Schedule 1.

25. Definitions and Interpretation

• 25.1

  Definitions: The following definitions apply in this Agreement, unless context otherwise requires:

  Affiliate has the meaning given in the Country-specific terms at Schedule 1.

  Business Day has the meaning given in the Country-specific terms at Schedule 1.

  Cash Rate has the meaning given in the Country-specific terms at Schedule 1.

  Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Law or otherwise.

  Client Data means any data, information, text, content or other materials (including Input, Personal Information, Confidential Information and Practitioner Content) which is supplied to LawConnect by You or Your Representatives in connection with this this Agreement; but for clarity, does not include: any LawConnect Materials supplied to You in connection with this Agreement; any materials already held by LawConnect prior to any supply by You to LawConnect; any material that independently comes into the possession of LawConnect (other than through You or Your Representatives); and any metadata generated by LawConnect in the operation of the LawConnect Platform and LawConnect Products.

  Confidential Information means any information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as such or not) and includes:

  • (a)

    the terms of this Agreement and the commercial arrangements between the Parties;

  • (b)

    any information that the other Party knows, or ought to know, is confidential to the Discloser;

  • (c)

    the Discloser’s Intellectual Property Rights and any Intellectual Property Rights of third party suppliers or Third Party Suppliers of LawConnect;

  • (d)

    trade secrets, know-how, specifications, inventions, processes or initiatives which are of a confidential nature;

  • (e)

    in relation to LawConnect, the LawConnect Materials; and

  • (f)

    in relation to You, any Client Data,

  but does not include any information (other than Personal Information) to the extent which:

  • (a)

    it is in, or becomes part of, the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser;

  • (b)

    the Recipient can prove by contemporaneous written documentation: (i) it was already known to it at the time of disclosure by the Discloser; (ii) it was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or (iii) the Recipient acquired it from a source other than the Discloser or any of its Representatives, where such a source is entitled to disclose it on a non-confidential basis.

  Consequential Loss means Losses that are special, indirect, incidental, punitive or consequential, including: loss of revenue, loss of profits or savings, loss of opportunity, loss or damage to or corruption of data, loss of goodwill, loss of reputation, whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise; and where such Losses may not reasonably be considered as arising naturally or directly from the event by which they are caused.

  Consumer Law has the meaning given in the Country-specific terms at Schedule 1.

  Corporations Act has the meaning given in the Country-specific terms at Schedule 1.

  Data Breach means the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to: (a) where You are the Recipient, the LawConnect Materials transmitted, stored or otherwise processed by You in connection with this Agreement; or (b) where LawConnect is the Recipient, Client Data transmitted, stored or otherwise processed by LawConnect in connection with this Agreement.

  Discloser means the Party disclosing Confidential Information and/or Personal Information (as applicable) to the other Party (or its Representatives) in connection with this Agreement.

  LawConnect

  Documentation means the whole and any part of LawConnect guides, manuals, user instructions and written specifications regarding the LawConnect Products or the LawConnect Platforms and any marketing material regarding the LawConnect Products or the LawConnect Platform.

  Effective Date is defined as in clause 1.3.

  Fees means the fees charged by LawConnect for the LawConnect Services as detailed in an Order or notified in the LawConnect Platform (as varied from time to time in accordance with this Agreement) and includes any Authority Fees .

  Force Majeure Event means any circumstances, acts or omissions beyond a Party's control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data.

  Input has the meaning given at clause 9.2.

  Insolvency Event has the meaning given in the Country-specific terms at Schedule 1.

  Intellectual Property or Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected or recognised at Law and includes all current and future registered and unregistered rights relating to: (a) trade marks, business names, domain names, copyright works, databases, LawConnect, circuit layouts, designs, patents, trade secrets, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; and (b) any application or right to apply for the registration of any of the rights referred to in paragraph (a) above.

  Law means all applicable common law, principles of equity, legislation, statutes, and regulations (and consolidations, amendments, reenactments or replacements of any of them) in the Territory or any other applicable jurisdiction.

  LawConnect Materials means all materials, data, information, works, Rights and Intellectual Property Rights held, owned or licenced by LawConnect or its Affiliates (current or future) in the usual course of business including any Third Party Product, LawConnect Confidential Information, LawConnect Products, the LawConnect environment, Documentation, and any metadata or aggregated machine learning results generated by LawConnect in the operation of the LawConnect Platforms or supply of the LawConnect Products and any other material accessed by You in the use of the LawConnect Products or LawConnect Systems, and includes all Modifications to those materials.

  LawConnect Platform means the platform, applications and websites owned or licensed by LawConnect through which the You can order and access the LawConnect Products.

  LawConnect Products meansall the products, services, data, and information, and Third Party Products that are compiled, incorporated into, created, produced, collected, held or acquired by LawConnect or its Affiliates and licensed or supplied to You (or Your Representatives) by or on behalf of LawConnect under this Agreement and includes the LawConnect Platform and mobile apps.

  Loss means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority

  Modifications means all enhancements, modifications, updates, improvements, configurations and derivative works relating to or in connection with the LawConnect Materials or LawConnect Products.

  LawConnect.

  Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any other Law in the applicable jurisdiction), that exist or that may come to exist, anywhere in the world.

  Notifiable Data Breach means a Data Breach or any other data breach that is notifiable to a Regulator under applicable Privacy Laws in respect of Personal Information which is disclosed to or received by a Party under or in connection with this Agreement.

  Order means a commercial agreement entered into by the parties pursuant to the terms of this Agreement that sets out Your contact details and any Fees payable for a LawConnect Product.

  Party means a party to this Agreement and Parties means the both of them.

  Permitted Purpose has the meaning given in the Product Terms relevant to the LawConnect Product You have ordered or use.

  Permitted Users means Your Representatives who are required to use the LawConnect Platform and LawConnect Products for the Permitted Purpose and, where applicable, have been provided credentialed access to the LawConnect Platform and/or LawConnect Products.

  Personal Information means any 'personal information' or ‘personal data’ as that term is defined in applicable Privacy Laws and which is disclosed by or on behalf of the Discloser to the Recipient or its Representatives under this Agreement.

  Privacy Laws has the meaning given in the Country-specific terms at Schedule 1.

  Privacy Policy means LawConnect’s Privacy Policy located at lawconnect.com/privacy

  Recipient means the Party in possession or control of Confidential Information and/or Personal Information (as applicable) disclosed to it by the other Party (or its Representatives) in connection with this Agreement.

  Regulator has the meaning given in the Country-specific terms at Schedule 1.

  Representative means a Party and any of its personnel, officers, directors, contractors and subcontractors, associates, representatives and any other person who acts for or on behalf of that Party.

  Tax means the relevant goods and services tax, value added tax, sales tax, excise tax, tariffs or similar taxes, duties and charges as defined in the Tax Law.

  Tax Invoice has the meaning given to that term in Tax Law.

  Tax Law has the meaning given in the Country-specific terms set out at Schedule 1.

  Territory means the country where the contracting LEAP entity is located, as specified in Schedule 1.

  Third Party Product means anywebsites, platforms or applications offered by Third Party Suppliers which are used to provide services, documents or information during the use of a LawConnect Product, and which are governed by the Third Party Supplier’s own terms of use and privacy policies.

  Third Party Supplier means any entity, agency, government department or other or organisation which provides a Third Party Product which may be integrated with or used in conjunction with the LawConnect Product.

  User Credentials means any usernames, passwords, tokens and other authentication credentials for use by a Permitted User for the purpose of accessing and using the LawConnect Platform or LawConnect Products.

  Representative means a Party and any of its personnel, officers, directors, contractors and subcontractors, associates, representatives and any other person who acts for or on behalf of that Party.

• 25.2

  Interpretation: In this Agreement, unless the context otherwise requires:

  • (a)

    headings are inserted for convenience only and do not affect the interpretation of this Agreement;

  • (b)

    if the day on which any act, matter or thing is to be done under this Agreement is not a Business Day in the place where the act, matter or thing is to be done, the act, matter or thing must be done on the next Business Day in that place;

  • (c)

    a reference to monetary amounts means the lawful currency of the Territory, as set out in the Country-specific terms at Schedule 1;

  • (d)

    a reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision;

  • (e)

    a reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced;

  • (f)

    a reference to a clause, part, schedule, module, exhibit or attachment is a reference to a clause, part, schedule, module, exhibit or attachment of or to this Agreement;

  • (g)

    an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency;

  • (h)

    a reference to any government department or agency includes any successor of that department or agency;

  • (i)

    where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning;

  • (j)

    a word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders;

  • (k)

    references to the words ‘include’, ‘includes’ or ‘including’ are to be construed without limitation;

  • (l)

    references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;

  • (m)

    a reference to this Agreement includes the agreement recorded in this Agreement;

  • (n)

    any schedules and attachments form part of this Agreement.

1. Australia

2. New Zealand

3. United Kingdom

4. United States

5. Canada

PART A – Connecting with a Lawyer

You acknowledge and agree that this Part A applies to Your use of the LawConnect Platform to connect with a Legal Practitioner.

A.1 Client Data Consent: Where You use a LawConnect Product to elect to connect with or request a proposal from a Legal Practitioner:

• (a)

  You consent to Your Client Data (including Your name and contact details You provide) being forwarded to a Legal Practitioner who has indicated to LawConnect that they operate in an area of law which may be relevant to the Input You provided;

• (b)

  We will initially seek to forward the Client Data subject to the consent in (a) to the Legal Practitioner in an anonymised format. But, if a Legal Practitioner indicates they may be able to assist, We will share Your name and provided contact details with them.

A.2 Disclaimer: Where You use the ‘Connecting with a lawyer’ Product, LawConnect:

• (a)

  at Your election, will use commercially reasonable endeavours to help You to connect to a Legal Practitioner who may be able to provide You assistance based on Your Input;

• (b)

  does not warrant or guarantee that it will be able to connect You to a Legal Practitioner suitable for Your circumstances (or at all);

• (c)

  does not provide legal advice; and

• (d)

  does not assess or certify the licensing, competency or solvency of the Legal Practitioners.

A.3 Client acknowledgement: Where You use the ‘Connecting with a lawyer’ Product you acknowledge and agree:

• (a)

  it is Your choice to connect with or engage a Legal Practitioner;

• (b)

  any ratings or feedback provided on a LawConnect Platform about Legal Practitioners does not constitute an endorsement by Us;

• (c)

  Legal Practitioners are independent third parties to LawConnect, and are not employed by or acting as Our agents;

• (d)

  You may receive contact from Legal Practitioners using the contact details You have provided to LawConnect (including by SMS, push-notification, WhatsApp, or email) for the purposes connected with this Agreement;

• (e)

  where You choose to engage a Legal Practitioner, You will complete Your own assessment as to their fitness to assist You;

• (f)

  You choose to engage a Legal Practitioner entirely at Your own risk; and

• (g)

  any contract for the provision of legal services will be solely between You and Your chosen Legal Practitioner.

A.4 Limitation of Liability: to the fullest extent permitted by Law, We will not be liable to You or any other person for any Loss arising from or in connection with Your selection or engagement of any Legal Practitioner.

A.5 Reviews and Ratings: Where You choose to engage a Legal Practitioner after being connected through the LawConnect Platform, You may be provided a chance to rate and/or provide feedback on Your experience with the Legal Practitioner (Feedback). Where You choose to provide Feedback, You agree and acknowledge that:

• (a)

  You will act honestly and fairly, and will not do anything that might unfairly damage a Legal Practitioner’s reputation or undermine Our ratings system;

• (b)

  Should LawConnect deem any Feedback inappropriate, infringing, offensive or against its content standards it reserves the right to remove the Feedback (or part thereof) from the LawConnect Platform; and

• (c)

  Notwithstanding any other provision of this Agreement, You assign to Us all rights, title, and interest (including all Intellectual Property Rights) in Your Feedback. LawConnect may use Feedback for any purpose without restriction or compensation.

A.6 Support: LawConnect will provide You with reasonable support services Where You use the ‘Connecting with a lawyer’ Product as a consumer. For this purpose You may contact LawConnect via email at help@lawconnect.com.

A.7 Definitions: For the purposes of this Part A, the following definitions apply:

• Legal Practitioner means a law firm or law practice that uses the LawConnect Platform to advertise its services and has elected to receive potential client connections.

• Permitted Purpose means, subject always to any limitations set out in the General Terms, your personal purposes in connection with researching information about legal topics and/or searching for Legal Practitioners who may be able to assist.

PART B – Products for Lawyers – Credit Pack

You acknowledge and agree that this Part B applies where You are a Legal Practitioner and You enter into an Order for a Credit Pack.

• •

  A LawConnect Platform Account and User Credentials;

• •

  A profile page on the LawConnect Platform enabling You to advertise Your legal practice;

• •

  Credits which may be used on the LawConnect Platform for 12 months from issue, the number being specified in Your Order;

• •

  Unlimited feedback requests and feedback submissions;

• •

  The ability to integrate with LEAP Legal Software (where You are an existing LEAP customer); and

• •

  A dedicated Account Manager to assist with Your enquiries.

B.2 Credit Pack Term: Your Credit Pack Order will commence on the date of issue of the relevant Credit Pack (having received Your instruction to proceed) and continues until terminated in accordance with this Agreement (Credit Pack Term).

B.3 Auto Top-Up:

• (a)

  Consent to Auto Top-Up: You provide Your consent that upon purchase of the Credit Pack product, Your account will be set to enable ‘auto to-up’ of credits (Auto Top-Up), and (unless otherwise agreed in writing) You will be automatically allocated a subsequent number of credits equivalent to the same value specified in Your most recent Order where the number of credits within Your account falls to 20 or less.

• (b)

  Payment Authorisation: Where an Auto Top-Up is triggered in accordance with B.3(a), You authorise LawConnect to charge Your payment method on file for the same value specified in Your most recent Order (Top-Up Fees). At such time, LawConnect will provide You an email notification and issue You a Tax Invoice. Top-Up Fees are non-refundable.

B.4 Practitioner Content: During the Credit Pack Term, You will be provided the ability to create or provide content about your legal practice and practitioners for the creation of a profile page within the LawConnect Platform (Practitioner Content). In our discretion, We may also provide You some assistance to create Your profile page based on publicly found information. Where You provide Practitioner Content, You warrant that the Practitioner Content provided by You or on Your behalf:

• (a)

  is true, complete and accurate;

• (b)

  does not infringe any rights (including Intellectual Property Rights) of any person;

• (c)

  complies with all applicable Laws (including Consumer and Privacy Laws) and confidentiality obligations; and

• (d)

  is not misleading or deceptive.

B.5 Content Licence: You grant to LawConnect, a non-exclusive, non-sublicensable licence to use Practitioner Content during the Credit Pack Term for the limited purpose of publishing and displaying the Practitioner Content on the LawConnect Platform and providing the LawConnect Platform and LawConnect Products to You.

B.6 Reviews and Ratings: You acknowledge and agree that:

• (a)

  users who have engaged with You through the LawConnect Platform for legal services may be invited to provide feedback and/or rate their experience with You for display within the LawConnect Platform (Feedback);

• (b)

  While We work to verify, review and action Feedback in accordance with Our feedback guidelines found at https://lawconnect.com/en-au/trust-and-safety, the Feedback it is the relevant user’s independent opinion and does not constitute an endorsement or recommendation by Us. We may remove feedback we consider inappropriate, deceptive or non-compliant with Our Guidelines.

B.7 Termination: You may terminate Your Credit Pack Order by providing at least 30 days’ written notice to Your Account Manager. For clarity, termination in accordance with this B.7, only constitutes termination of Your Credit Pack Order. Should You continue to access and use the LawConnect Platform following such termination, the General Terms and Conditions will still apply to Your access and use of the LawConnect Platform and any other relevant LawConnect Products.

B.7 Definitions: For the purposes of this Part B, the following definitions apply:

• Legal Practitioner means a law firm or law practice that uses the LawConnect Platform to advertise its services and has elected to receive potential client connections.

• Permitted Purpose means, subject always to any limitations set out in the General Terms, your internal business purposes in connection with advertising professional legal services.

1. General

In addition to the LawConnect General Terms above and any applicable Product Terms, these Third Party Terms apply in respect of Your use of Third Party Products offered by Third Party Suppliers.

2. Interpretation

If there is any inconsistency between these Third Party Terms and the documents listed above, the Third Party Terms shall prevail to the extent of the inconsistency, including any clause or provision which purports or attempts to override the operation or effect of these Third Party Terms.   All capitalised terms have the meaning given under the General Terms unless otherwise indicated.