Terms of Use

1. About these terms

1.1 Parties

These Terms of Use (the "Terms") are an agreement between:

(a) the trustee for the time being of the WCX Rogers Family Trust (ABN 59 151 403 178), of Western Australia, which operates the LexBrief COUNSEL service ("LexBrief", "we", "us", or "our"); and

(b) you, the person who registers an account with, or uses, the Service ("you" or "user").

LexBrief COUNSEL is operated by the trustee for the time being of the WCX Rogers Family Trust. If the entity that operates the Service changes, these Terms will be updated to reflect that change, which would be a "significant change" under section 16.4.

1.2 What the Service is

The "Service" means LexBrief COUNSEL, a software-as-a-service practice management application for Australian legal practitioners, including the web application, the marketing site at lexbrief.au, the login portal, and any related features and updates we make available to you.

1.3 What the Service is not

The Service is software. It is not legal advice. It is not a legal practice. It is not insurance. We are not your lawyer, your accountant, or your financial advisor. The Service does not replace your professional judgment, your professional obligations under the Legal Profession Uniform Law, the Legal Profession Uniform Law Australian Solicitors' Conduct Rules 2015, the Legal Profession Uniform Conduct (Barristers) Rules 2015, or any other law or rule that applies to you.

1.4 Acceptance

You accept these Terms by clicking "I accept" (or any equivalent control) when prompted, by signing up for an account, or by using the Service. If you do not accept these Terms, do not use the Service.

1.5 You must be a legal practitioner

You may only register for and use the Service if you:

(a) are at least 18 years old; (b) hold, or intend to hold a current Australian practising certificate as a barrister or a solicitor; and (c) are using the Service for purposes connected to your legal practice.

We do not make the Service available to minors. If we discover that an account has been set up by, or for the use of, a minor, we will close it.

2. Your account

2.1 Registering an account

To use the Service, you need an account. To register, you provide your name, email address, and a password, and you accept these Terms and the Privacy Policy.

2.2 Account security

You are responsible for keeping your account credentials secure. You agree:

(a) to choose a strong password and not to share it; (b) to enable two-factor authentication where it is offered; (c) to log out of devices you no longer use; and (d) to notify us immediately if you suspect any unauthorised access to your account.

2.3 Accuracy of information

You agree to provide accurate, current, and complete information when you register, and to update it if it changes.

2.4 One person per account

Each account is for one individual practitioner. You may not share your account with other people. If you operate as part of a chambers, firm, or partnership and want multiple users, you should contact us about whether we can support that, and on what terms.

3. Your data and your clients' data

3.1 You own your data

You retain all right, title, and interest in the data you input into the Service ("Your Data"). For clarity:

(a) we do not claim any ownership of Your Data; (b) we do not claim any right to use Your Data for any purpose other than to provide the Service to you; (c) we will not use Your Data to train any machine-learning model, of ours or anyone else's; (d) we will not sell, rent, lease, or otherwise commercialise Your Data; and (e) we will not disclose Your Data except as permitted by these Terms or required by law.

3.2 Limited licence to us

You grant us a limited, non-exclusive, royalty-free licence to host, store, process, transmit, copy, and display Your Data only to the extent reasonably necessary to provide the Service to you, including for backup, recovery, and support purposes. The licence terminates when you terminate your account, except to the extent we are required by law to retain Your Data.

3.3 Your warranties about Your Data

You warrant that:

(a) you have the right to input Your Data into the Service, including any personal information about your clients and other third parties; (b) the input of Your Data into the Service does not breach any duty of confidentiality, any obligation of legal professional privilege, or any law; (c) you have, where required, obtained any necessary consents from individuals whose personal information you input into the Service; and (d) Your Data is not unlawful, infringing, or harmful.

3.4 Export and portability

You can export Your Data at any time using the export functions in the Service. If those functions do not provide what you need, you can request a full export by contacting us, and we will provide it within a reasonable time and at no charge.

3.5 Confidentiality of Your Data

We treat Your Data as confidential. We will not access the substantive content of Your Data except:

(a) where you ask us to (for example, in connection with a support request); (b) where reasonably necessary to investigate or fix a serious technical fault that you have reported; (c) where reasonably necessary to investigate suspected abuse of the Service or to comply with a legal obligation; or (d) where required or authorised by law.

If we are required by law to disclose Your Data, we will, where practicable and lawful, notify you in advance so you can take steps to protect privilege or confidentiality.

If a data breach affects Your Data, we will notify you in accordance with section 8 of our Privacy Policy, so that you can meet your own confidentiality and notification obligations to your clients.

3.6 Your professional obligations

You acknowledge that as an Australian legal practitioner you owe duties of confidentiality and (where applicable) legal professional privilege in relation to your clients' information. You agree to:

(a) treat any access to the Service through your account as access to information held by you for the purposes of those duties; (b) consider whether each item of information you input into the Service can be entrusted to a third-party service provider consistent with those duties; and (c) maintain your own records of client consent where required by your professional rules.

We will operate the Service in a way that supports your compliance with those duties, but we cannot, and do not, take responsibility for your compliance with them.

4. Privacy

4.1 Privacy Policy

Our handling of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you also accept the Privacy Policy.

4.2 You as the entity responsible for client information

In relation to personal information about your clients and other third parties that you input into the Service, you are the entity that has decided to collect and use that information. We hold it on your behalf. You are primarily responsible for the lawfulness of that collection and use, including under the Privacy Act 1988 (Cth) where it applies to you.

5. Acceptable use

5.1 What you must not do

You must not:

(a) use the Service to do anything illegal or to facilitate anything illegal; (b) use the Service in a way that breaches any professional rule, court order, or undertaking that applies to you; (c) attempt to access, interfere with, or disrupt any part of the Service that you are not authorised to access; (d) probe, scan, or test the vulnerability of the Service without our prior written consent; (e) attempt to reverse engineer, decompile, or disassemble the Service except to the extent permitted by section 47D of the Copyright Act 1968 (Cth); (f) input malware, viruses, or other harmful code into the Service; (g) use the Service to send spam or any communication that breaches the Spam Act 2003 (Cth); (h) use the Service to harass, threaten, or harm any person; (i) impersonate another person, including another practitioner; (j) resell, sub-licence, or otherwise commercialise the Service without our written consent.

5.2 Suspension and termination for breach

If we reasonably believe you have breached this section, we may suspend your access to the Service while we investigate, and we may terminate your account if the breach is serious or repeated. We will, where practicable, contact you before suspending or terminating, and give you a reasonable opportunity to respond.

6. Subscriptions, fees, and trials

6.1 Free trial period

We may offer a free trial of the Service. The trial:

(a) is offered at our discretion and may be made available, varied, extended, or withdrawn for individual users or generally; (b) lasts for the period notified to you when the trial is offered, or as amended by us from time to time; (c) does not require payment for the trial period itself; and (d) ends automatically at the end of the trial period unless you subscribe.

6.2 Subscriptions

After the trial, continued use of the Service requires a paid subscription. Subscription options will be:

(a) Monthly, billed each month in advance; or (b) Annual, billed each year in advance, typically at a discount to monthly billing.

The fees applicable to your subscription will be those notified to you when you subscribe.

6.3 Renewal

Subscriptions renew automatically at the end of each billing period unless you cancel before the end of that period. We will notify you in advance of each renewal that is more than 12 months from the previous renewal or initial subscription. You can cancel at any time using the in-app cancellation control or by contacting us.

6.4 Changes to fees

We may change subscription fees. If we increase fees:

(a) the increase will take effect at your next renewal, not during a paid period; (b) we will give you at least 30 days' written notice before the increase takes effect; and (c) you can cancel before the increase takes effect, in which case the existing fee applies until the end of your current paid period.

6.5 No refunds for partial periods

If you cancel mid-period, your subscription continues to the end of the period you have paid for. We do not provide refunds for partial periods, except where required by the Australian Consumer Law or other applicable law (in which case the law prevails).

6.6 Taxes

All fees are exclusive of GST and other taxes. Where GST applies, it will be added to the fee and shown on your tax invoice.

6.7 Payment failure

If a payment fails:

(a) we will tell you and give you a reasonable opportunity (at least seven days) to fix the payment method; (b) if payment is not received, we may suspend your access to the Service until payment is made; (c) if payment remains unpaid for 30 days after our notice, we may terminate your account; (d) before termination, you can still export Your Data; and (e) on termination, we deal with Your Data as set out in section 13.

7. Service availability

7.1 Reasonable efforts

We will use reasonable efforts to make the Service available to you. We do not guarantee any specific uptime percentage. The Service may be unavailable during scheduled maintenance, in response to security incidents, or because of events beyond our reasonable control (see section 14).

7.2 Maintenance and updates

We may:

(a) carry out scheduled maintenance, with reasonable advance notice where practicable; (b) carry out emergency maintenance without notice if needed to address a security or stability issue; and (c) deploy updates and improvements to the Service from time to time.

7.3 Changes to features

We may add, change, or remove features of the Service. Where a change involves the removal or substantial degradation of a feature you rely on, that change is a "significant change" under section 16.4 and you have a right to terminate.

8. Our obligations to you

8.1 Reasonable care and skill

We will provide the Service with reasonable care and skill.

8.2 Australian Consumer Law

Where the Service is supplied to you as a "consumer" within the meaning of section 3 of the Australian Consumer Law (which includes most acquisitions of services under $100,000 regardless of business use, by virtue of section 3(1)(a)(ii)):

(a) the consumer guarantees in sections 60 to 62 of the Australian Consumer Law apply to the Service. These include guarantees that services will be rendered with due care and skill, that they will be reasonably fit for any disclosed purpose, and that they will be supplied within a reasonable time;

(b) nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be excluded, restricted, or modified under the Australian Consumer Law;

(c) where we are permitted by section 64A of the Australian Consumer Law to limit our liability for breach of a consumer guarantee in respect of services not ordinarily acquired for personal, domestic, or household use, we limit our liability, at our option, to:

(i) supplying the services again; or

(ii) paying the cost of having the services supplied again.

8.3 No professional advice

We do not, and cannot, provide legal advice to you. The Service generates documents, calculations, and reports based on data you input. Output is only as accurate as the input. You remain professionally responsible for any document you produce, any invoice you issue, any advice you give, and any work you do, regardless of the role the Service played in producing or supporting it.

9. Our liability

9.1 Liability cap

To the maximum extent permitted by law, our total liability to you, in aggregate, for all claims arising out of or in connection with the Service or these Terms, is limited to the lesser of:

(a) the total amount of fees you have paid to us in the 12 months immediately preceding the event giving rise to the liability; and

(b) AUD $500.

If you have not paid us any fees (for example, because you are on a free trial), our liability under (a) is zero, and the cap is therefore AUD $500.

9.2 Excluded losses

To the maximum extent permitted by law, we are not liable for any:

(a) loss of profit; (b) loss of business, business opportunity, goodwill, or anticipated savings; (c) loss of data, except to the extent caused by our failure to provide the Service with reasonable care and skill; (d) loss arising from any failure of a third-party service provider that we did not reasonably foresee and could not have reasonably prevented; or (e) indirect or consequential loss,

whether arising in contract, tort (including negligence), under statute, or otherwise.

9.3 The Australian Consumer Law overrides

Sections 9.1 and 9.2 do not apply to liability that cannot be limited or excluded under the Australian Consumer Law. Where the Australian Consumer Law prevents a liability cap or exclusion, the cap or exclusion does not apply, but only to that extent. Section 8.2(c) describes the limited circumstances where we may limit our liability under section 64A of the Australian Consumer Law.

9.4 Mitigation

You agree to take reasonable steps to mitigate any loss you suffer that you would otherwise seek to recover from us, including by maintaining your own backups of Your Data using the export functions described in section 3.4.

9.5 Your obligation to your clients

You acknowledge that any obligation you owe to your own clients under the Legal Profession Uniform Law, the Australian Consumer Law, contract, or otherwise is your own obligation, not ours, and that the cap and exclusions in this section operate as between you and us only. They do not affect your clients' rights against you.

10. Indemnity

You indemnify us against loss, damage, cost, or expense (including reasonable legal costs) we suffer or incur to a third party arising out of:

(a) your breach of these Terms; (b) your breach of any professional duty owed to a client; (c) the unlawfulness of any data you input into the Service; or (d) any claim by a third party that Your Data infringes their rights.

This indemnity does not apply to the extent that the loss, damage, cost, or expense is caused by our negligence, or any matter for which we cannot exclude liability under the Australian Consumer Law.

11. Intellectual property

11.1 Our intellectual property

We own (or licence from third parties) all intellectual property rights in the Service itself, including the software, the user interface, the documentation, and the LexBrief and LexBrief COUNSEL names and logos. Nothing in these Terms transfers any of those rights to you.

11.2 Your licence to use the Service

We grant you a non-exclusive, non-transferable, revocable licence to use the Service for the duration of these Terms and for the purposes set out in section 1.5.

11.3 Feedback

If you give us feedback, suggestions, or ideas about the Service, we may use them without restriction and without paying you for them, provided we do not identify you as the source without your consent.

12. Suspension and termination

12.1 Termination by you

You can terminate these Terms at any time by:

(a) cancelling your subscription (if you have one); and

(b) closing your account through the in-app account-closure control or by emailing support@lexbrief.au.

Termination by you takes effect at the end of your then-current paid period, except where you exercise a right to terminate earlier under section 16.4 (in which case it takes effect at the end of the 30-day notice period).

12.2 Termination by us for cause

We may terminate these Terms or suspend your access immediately if:

(a) you commit a serious, or repeated breach of these Terms (as determined by us at our discretion);

(b) you fail to pay fees and have not remedied the failure after our notice under section 6.7;

(c) we are required by law to terminate;

(d) continuing to provide the Service to you would expose us, you, or another person to a serious risk; or

(e) we decide to stop providing the Service as a business decision.

We will tell you why we have terminated, except where doing so would itself be unlawful or unsafe.

12.3 Termination by us for convenience

We may terminate these Terms for convenience by giving you at least 30 days' written notice. If we do this:

(a) we will refund a pro-rata share of any prepaid fees for the period after termination; and

(b) you can export Your Data during the notice period and the post-termination period described in section 13.

12.4 Effect of termination

On termination:

(a) your right to access the Service ends;

(b) sections that by their nature should survive termination do so, including sections 3.1 (your ownership of Your Data), 3.5 (confidentiality of Your Data), 9 (liability), 10 (indemnity), 11 (intellectual property), 13 (data on termination), 16 (changes), 17 (general), and 18 (definitions); and

(c) we deal with Your Data as set out in section 13.

13. Data on termination

13.1 Export period

For 30 days following termination, we will provide you with the means to export Your Data. During that period, your data is held in a state where it can be retrieved on your request, but the Service itself is not generally accessible.

13.2 Deletion

After the 30-day export period:

(a) we will delete all of Your Data from primary storage as soon as reasonably practicable;

(b) we will purge Your Data from backups in the ordinary course of our backup rotation, so that all of Your Data is deleted within 30 days of the end of the export period at the latest; and

(c) we will retain only:

(i) information we are required by law to retain, for the period required by that law (for example, billing records for tax purposes);

(ii) anonymised, aggregated data that does not identify you or any individual; and

(iii) any audit or security logs reasonably necessary for fraud and abuse prevention, retained for no longer than 12 months.

13.3 Earlier deletion on request

You can ask us to delete Your Data sooner than the timeline in section 13.2 by emailing support@lexbrief.au. We will action that request as soon as reasonably practicable, subject to retention required by law.

14. Force majeure

Neither party is liable for failure or delay in performance to the extent the failure or delay is caused by an event beyond that party's reasonable control. This includes natural disasters, acts of war or terrorism, strikes, government action, internet or power outages, and pandemic responses. The affected party will tell the other party as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate these Terms by written notice.

15. Disputes

15.1 Talk first

If a dispute arises between us, the parties agree to talk before taking any other step. To start, the party raising the issue should email the other with a description of the dispute and what they want to happen.

15.2 Mediation

If the dispute is not resolved within 30 days of that email, the parties agree to attend mediation before commencing court proceedings. Mediation will be:

(a) conducted by a mediator agreed between the parties or, failing agreement, appointed by the President of the Law Society of Western Australia (or that person's nominee);

(b) held in Perth, Western Australia, or by video link by agreement;

(c) all fees will be paid by you, regardless of who initiates the mediation.

15.3 No bar on urgent relief

Section 15.2 does not prevent either party from seeking urgent injunctive or declaratory relief from a court where reasonably necessary to protect a legitimate interest.

15.4 Governing law and jurisdiction

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia and the courts of the Commonwealth of Australia.

16. Changes to these Terms

16.1 We can update

We may update these Terms from time to time.

16.2 How we notify you

When we update these Terms, we will:

(a) update the "Last updated" date at the top;

(b) make the updated Terms available within the Service and on the marketing site; and

(c) where the change is a "significant change" under section 16.4, give you written notice (typically by email and by an in-app notice) at least 30 days before the change takes effect.

16.3 Effect

Your continued use of the Service after the change takes effect is acceptance of the change.

16.4 Significant changes and your right to terminate

A "significant change" is any change that materially reduces the rights you have under these Terms or materially increases your obligations. Examples include:

(a) a meaningful increase in fees during a paid period;

(b) the removal or substantial degradation of a feature you rely on;

(c) a change in the entity providing the Service (as described in section 1.1);

(d) a change that we become aware of in where Your Data is stored that involves disclosure to a country not previously listed in the Privacy Policy.

If we make a significant change, you may terminate these Terms by written notice given to us within 30 days after the change takes effect. If you give such notice:

(i) termination takes effect at the end of that 30-day window;

(ii) we will refund a pro-rata share of any prepaid fees for any period after termination;

(iii) the data export and deletion provisions in section 13 apply.

If you do not give written notice within that 30-day window, you are taken to have accepted the change.

16.5 Non-significant changes

For changes that are not significant, we may make the change without prior notice but will update the "Last updated" date. Examples include grammatical fixes, clarifications, the addition of new beneficial features, and changes required by law that we have no discretion over.

17. General

17.1 Notices

Notices to us must be sent to support@lexbrief.au. Notices to you will be sent to the email address registered to your account, or shown in the Service. A notice is taken to have been received on the day it is sent if sent on a business day before 5pm in Perth, and otherwise on the next business day.

17.2 Assignment

We may assign these Terms, including in connection with a sale of the business or a change in the entity providing the Service referred to in section 1.1, by giving you notice. You may not assign these Terms without our prior written consent.

17.3 Subcontracting

We may engage subcontractors and service providers to help us provide the Service. We remain responsible for their compliance with these Terms in connection with the Service.

17.4 No partnership or agency

These Terms do not create a partnership, joint venture, employment relationship, or agency between us and you.

17.5 No waiver

A failure or delay by us to exercise a right under these Terms is not a waiver of that right.

17.6 Severability

If any part of these Terms is found to be unenforceable, the rest of these Terms continue to apply, and the unenforceable part will be read down to the extent necessary to make it enforceable.

17.7 Entire agreement

These Terms and the Privacy Policy are the entire agreement between us and you in relation to the Service. They replace any previous understanding or agreement.

17.8 No reliance on extra-contractual statements (limited)

You acknowledge that you have not relied on any statement, representation, or promise made outside these Terms in deciding to use the Service. This section does not exclude liability for misleading or deceptive conduct under the Australian Consumer Law, fraudulent misrepresentation, or any other liability that cannot be excluded by law.

18. Definitions

In these Terms:

"Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Privacy Policy" means our privacy policy as updated from time to time, available at lexbrief.au and within the Service.

"Service" has the meaning given in section 1.2.

"Your Data" has the meaning given in section 3.1.

References to legislation include the legislation as amended or replaced from time to time.

19. Contact

For any question about these Terms:

Email: support@lexbrief.au Subject line: TERMS

Acknowledgement

By accepting these Terms, you confirm that:

(a) you have read and understood them;

(b) you are at least 18 years old and hold a current Australian practising certificate;

(c) you are using the Service for purposes connected to your legal practice; and

(d) you accept the Privacy Policy.