Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and LEGAL777-ML-NIGHTWORX ACN 19651504737 ("we", "us", "our", "the Firm") regarding your access to and use of our website at legal777.com ("the Website") and your engagement of our legal services. By accessing the Website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accessing the Website or engaging our services on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access the Website or engage our services.

These Terms operate in conjunction with our Privacy Policy and, where applicable, individual engagement letters or retainer agreements. In the event of any inconsistency, the terms of an executed engagement letter shall prevail over these Terms.

2. Definitions

• "Client" means any individual or entity that engages the Firm to provide legal services.
• "Confidential Information" means all information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
• "Engagement Letter" means the written agreement between the Firm and a Client specifying the scope, terms, and fees for legal services.
• "Legal Services" means the legal advice, representation, and related services provided by the Firm to a Client.
• "Work Product" means all documents, advice, opinions, and other materials prepared by the Firm in the course of providing Legal Services.
• "Third Party" means any person or entity that is not a party to the relevant engagement.

3. Scope of Services

The scope of Legal Services to be provided by the Firm shall be as set out in the applicable Engagement Letter or as otherwise agreed in writing between the parties. Unless expressly agreed otherwise:

li>Our services are limited to the specific matters and jurisdictions identified in the Engagement Letter;
• We do not provide tax, accounting, or financial advice unless specifically agreed;
• Any advice provided is based on the law and facts as they exist at the time of delivery;
li>We are not responsible for monitoring subsequent changes in law, regulation, or circumstances unless specifically retained to do so;
• Our advice is provided solely for the benefit of the Client named in the Engagement Letter and may not be relied upon by any Third Party without our express written consent.

The Firm reserves the right to decline or terminate an engagement where it determines, in its sole discretion, that the matter falls outside our expertise, presents unacceptable conflicts, or would require us to act inconsistently with our professional obligations.

4. Client Obligations

The Client agrees to:

• Provide all information, documents, and instructions necessary for the performance of the Legal Services in a timely manner;
• Ensure that all information provided is accurate, complete, and not misleading;
• Promptly notify the Firm of any changes in circumstances relevant to the matter;
• Cooperate with the Firm and its representatives in the performance of the Legal Services;
• Comply with all payment obligations as set out in the Engagement Letter and these Terms;
• Not use the Legal Services or Work Product for any unlawful purpose;
• Obtain all necessary internal approvals and authorisations for the engagement.

The Firm shall not be liable for any delay, additional cost, or adverse outcome resulting from the Client's failure to comply with these obligations.

5. Fees and Payment

Our fees and payment terms shall be as set out in the applicable Engagement Letter. Unless otherwise agreed:

• Fee Structure: Fees may be calculated on a time basis, fixed fee, capped fee, success fee, or hybrid basis as specified in the Engagement Letter.
• Hourly Rates: Where time-based fees apply, our hourly rates are reviewed periodically and communicated to the Client. Current rates are available upon request.
• Disbursements: The Client is responsible for all disbursements and out-of-pocket expenses incurred in connection with the Legal Services, including filing fees, travel, accommodation, and third-party charges.
• GST / VAT: All fees are exclusive of applicable taxes. Australian engagements are subject to GST where applicable. DIFC engagements may be subject to VAT at the prevailing rate.
• Invoicing: We typically issue invoices monthly. Invoices are due within 14 days of the invoice date unless otherwise agreed.
• Late Payment: Interest may be charged on overdue amounts at the rate specified in the Engagement Letter or, if none, at 2% per annum above the prevailing central bank base rate.
• Trust Money: Any money held in trust shall be handled in accordance with the applicable trust accounting rules in the relevant jurisdiction.

6. Confidentiality

We owe a duty of confidentiality to our Clients in accordance with applicable legal professional privilege rules and professional conduct obligations. This duty survives the termination of the engagement.

Subject to our professional obligations and applicable law, we agree to:

• Maintain the confidentiality of all Client Confidential Information;
• Use Confidential Information solely for the purpose of providing the Legal Services;
• Disclose Confidential Information only to those employees, consultants, and advisors who need to know such information for the provision of services;
• Implement appropriate security measures to protect Confidential Information.

Our confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of ours; (b) was already known to us prior to disclosure; (c) is independently developed by us; or (d) is required to be disclosed by law, regulation, or court order.

7. Conflict of Interest

We maintain systems to identify and manage conflicts of interest in accordance with our professional obligations. Before accepting any engagement, we conduct a conflict check to ensure that no conflict exists that would prevent us from acting.

If a conflict of interest arises during the course of an engagement, we will:

li>Promptly notify the affected Client(s);
• Take reasonable steps to manage the conflict in accordance with applicable professional rules;
• Where the conflict cannot be managed, withdraw from the affected engagement(s) as required by our professional obligations.

The Client acknowledges that the Firm acts for multiple clients and that our representation of other clients, including clients with interests adverse to the Client in unrelated matters, does not constitute a conflict of interest.

8. Intellectual Property

All intellectual property rights in the Work Product created specifically for the Client shall vest in the Client upon full payment of all fees. However:

• The Firm retains ownership of all precedents, templates, methodologies, and know-how used in creating the Work Product;
• The Firm may use generic, non-confidential learnings from the engagement for internal training and quality improvement;
• The Firm retains all intellectual property rights in materials published on the Website, including articles, guides, and templates;
• The Firm's name, logo, and branding may not be used by the Client for promotional purposes without our prior written consent.

The Website and its contents are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Website content without our prior written consent.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

li>The Firm's total aggregate liability arising out of or in connection with the Legal Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees paid by the Client for the specific matter giving rise to the claim in the 12 months preceding the event;
• The Firm shall not be liable for any indirect, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages;
• The Firm shall not be liable for any act or omission of any third party, including barristers, expert witnesses, or regulatory authorities;
li>The Firm shall not be liable for any loss arising from the Client's failure to follow advice, provide accurate information, or act in a timely manner;
• The Firm shall not be liable for any force majeure event, including acts of God, war, terrorism, pandemic, or governmental action.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, wilful misconduct, or breach of statutory duties that cannot be excluded.

10. AI Concil Disclaimer

AI Concil, our artificial intelligence legal assistant, is provided for informational purposes only. The following terms specifically apply to interactions with AI Concil:

• AI Concil does not provide legal advice. All responses are generated by artificial intelligence and should not be relied upon as legal advice;
• AI Concil interactions do not create an attorney-client relationship;
• Conversations with AI Concil may be recorded and reviewed for quality assurance and training purposes;
• Do not share confidential, privileged, or sensitive personal information with AI Concil;
• The Firm does not guarantee the accuracy, completeness, or timeliness of AI Concil responses;
• For specific legal advice, you must consult directly with one of our lawyers through the proper engagement process.

By using AI Concil, you acknowledge and agree to these limitations. If you require legal advice, please contact us to arrange a consultation with a qualified lawyer.

11. Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the following:

Australian Engagements

For matters where the Firm is engaged through its Australian practice, these Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

DIFC Engagements

For matters where the Firm is engaged through its DIFC practice, these Terms are governed by the laws of the Dubai International Financial Centre. The parties submit to the exclusive jurisdiction of the DIFC Courts.

Cross-Border Matters

Where a matter involves both jurisdictions, the governing law and jurisdiction shall be as specified in the Engagement Letter. Where not specified, the law and jurisdiction of the office primarily responsible for the matter shall apply.

12. Termination

Either party may terminate the engagement by giving written notice to the other party. Upon termination:

li>The Client shall pay all fees and disbursements incurred up to the date of termination;
• We shall deliver all Work Product to the Client upon payment of outstanding amounts;
• Our confidentiality obligations shall survive termination;
• Any provisions that by their nature should survive termination shall survive.

We may also terminate the engagement immediately if: (a) the Client fails to pay amounts when due; (b) the Client provides false or misleading information; (c) continuing the engagement would require us to act inconsistently with our professional obligations; or (d) the Client engages in abusive or threatening conduct towards our staff.

13. General Provisions

li>Entire Agreement: These Terms, together with the applicable Engagement Letter and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter.
• Amendment: These Terms may be amended only in writing signed by both parties.
• Waiver: No waiver of any provision shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Assignment: The Client may not assign its rights or obligations without our prior written consent. We may assign our rights to any successor entity.
• Third Party Rights: Unless expressly provided, these Terms do not confer any rights on third parties.
• Notices: All notices shall be in writing and delivered to the addresses specified in the Engagement Letter or as otherwise notified.

If you have any questions about these Terms, please contact us at [email protected].