Terms of Engagement ─ mySMB.com

Costs Agreement & Terms of Engagement

1. Interpretation

1.1 Definitions

In this document:

AI Tools means any artificial intelligence-enabled software, application, tool, platform or service that we use in connection with the provision of legal services, including generative AI tools, large language model applications, AI-assisted legal research tools, document drafting and review tools, and AI-powered transcription or summarisation services.

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

Claim means any claim, liability, loss, damages, costs and expenses (including legal fees on a full indemnity basis).

Client Customisations means any modifications, enhancements, refinements, adaptations, customisations or derivative works created or developed by you to the Legal Output.

Confidential Information means any information relating to a party or its business, affairs, clients, or services that is not publicly available, including information disclosed in connection with the legal services, whether disclosed orally, in writing, electronically, or in any other form. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) is independently developed without use of the Confidential Information; or (c) is required to be disclosed by law or a regulatory authority.

Fixed Fee means the fee payable for a Fixed Fee Engagement, as set out in the Legal Services Confirmation.

Fixed Fee Engagement means legal services provided on a fixed fee basis and limited to the scope set out in the Legal Services Confirmation.

Legal Output means the legal advice and documents we create for you.

Legal Services Confirmation means the confirmation of legal services we provide to you setting out the details of the legal services we have agreed to provide to you, which may include the Subscription, Subscription Fee, Subscription Services, Fixed Fee, Fixed Fee Engagement, Subscription Start Date, Subscription Initial Term, and the Scope of Work.

Renewal Term has the meaning given to such term in clause 4.1.

Subscription means the Subscription tier for legal services that you have selected, as set out in the Legal Services Confirmation or as otherwise agreed with you.

Subscription Fee means the monthly Subscription fee set out in your Legal Services Confirmation.

Subscription Services means the services included in your Subscription, as set out in the Legal Services Confirmation.

Subscription Start Date is the date set out in your Legal Services Confirmation.

Subscription Initial Term is the term set out in your Legal Services Confirmation.

Subscription Term means the Subscription Initial Term or a Renewal Term, as the context requires.

Related Entity means a related company or entity, including a related body corporate under the Corporations Act 2001 (Cth).

Scope of Work means the scope of legal services we agree to provide, as set out in your Legal Services Confirmation.

Terms means this Costs Agreement & Terms of Engagement.

2. Engagement & Scope

2.1 Our Agreement with You

You have engaged us, mySMB Legal Pty Ltd (ACN 687 496 886), to provide legal services to you, the individual or entity set out in our Legal Services Confirmation ("you" or "your"). In these Terms, "we", "us" and "our" mean mySMB Legal Pty Ltd (ACN 687 496 886). These Terms and the Legal Services Confirmation, form our agreement with you. In the event of any inconsistency between these Terms and the Legal Services Confirmation, the Legal Services Confirmation prevails to the extent of the inconsistency.

If you engage us to incorporate new businesses for you:

(a) you do so on behalf of those businesses;

(b) those businesses will be our clients; and

References to “you” and “your” include both you personally and those businesses.

We may refuse to provide legal services to you if we reasonably believe that:

(a) we do not have the right expertise or jurisdictional qualifications;

(b) the matter creates a real or potential legal or commercial conflict of interest;

If we become aware of an actual or potential conflict of interest, we will tell you promptly and, subject to the confidentiality we owe our other clients, discuss the issue with you. If our professional or legal obligations require us to decline your instructions or cease to act for you, we will do so.

You acknowledge and agree that we are business lawyers in Australia. The scope of our legal services is set out in our Legal Services Confirmation. We do not provide legal advice on the laws of other countries or in any legal areas outside of the areas set out in our Legal Services Confirmation. However, we may work with qualified third parties to provide you with access to foreign or specialist legal assistance where required. To the extent we offer guidance on legislation, contractual documentation or other matters that are subject to or governed by a legal jurisdiction outside of Australia, such guidance is of a high level and commercial nature only, is not legal advice, and you should obtain independent legal advice from lawyers qualified in the relevant jurisdiction before relying on such guidance.

2.2 Acceptance

You accept these Terms when you:

(a) make a payment or set up direct debit;

(b) accept the Terms electronically or in writing; or

2.3 Legal Services

We may provide and charge you for legal services as:

(a) Subscription Services; and/or

(b) Fixed Fee Engagements.

2.4 AML Compliance

We have obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML Act”). In order to comply with the AML Act, we may need to conduct customer due diligence, including the expanded obligations applying to legal practices from 1 July 2026, on you, your business, and any beneficial owners or controllers. We may use a third-party provider to assist with identity verification, source of funds checks and ongoing monitoring. If you do not cooperate with our requirements, we may suspend or refuse to provide legal services to you.

2.5 Third Party Advice and Services

If we engage or refer third parties:

(a) we are not responsible for their advice or fees;

(b) you may refuse any referral.

We may provide or receive referral commissions. Where we pay or receive referral fees or commissions, we will disclose this to you before you agree to engage the relevant third party or before the introduction is made, whichever is earlier.

3. Fees & Billing

3.1 Fixed Fee Legal Services

Where we provide you with legal services under a Fixed Fee Engagement:

(a) we will send you a Legal Services Confirmation; and

(b) the Fixed Fee Engagement ends once we complete the Scope of Work.

For Fixed Fee Engagements, we will invoice:

(a) when work is completed; or

(b) in instalments as may be agreed with you.

3.2 Expenses and Disbursements

You agree to pay reasonable expenses and disbursements we incur, including:

(a) identity verification and customer due diligence costs;

(b) ASIC search fees for companies;

(d) third party services engaged on your behalf or in connection with your legal needs.

Where reasonably practicable, we will tell you about significant disbursements in advance.

3.3 Billing Arrangements and Invoices

Invoices:

(a) will be sent to you electronically; and

(b) must be paid within the time stated on the invoice (at least 7 days from invoice date).

Direct debits are processed in accordance with your direct debit agreement for automatic payment processing via Stripe or any other designated payment processor.

If you do not pay an amount within 30 days of the due date, or if an automatic direct debit fails and is not rectified within 30 days of the payment processing date, we may:

(a) charge interest on overdue amounts at 2% above the RBA cash rate or the maximum rate permitted by law;

(b) suspend the provision of our legal services;

(c) record a default with a credit reporting agency (unless the amount is subject to a bona fide costs dispute under clause 5.2);

(d) take legal action to recover the overdue amount, plus interest and costs.

3.4 GST

Where applicable, GST is payable on our fees and expenses and will be clearly shown on our tax invoices issued in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). You agree to pay us the GST.‍ ‍

4. Subscription Legal Services

4.1 Subscription Term and Renewal

Your Subscription starts on the Subscription Start Date and runs for the Subscription Initial Term. At the end of each Subscription Term, your Subscription automatically renews for the same period (a “Renewal Term”) unless you give us at least 30 days' written notice before it ends.

4.2 Subscription Fees

Your Subscription Fee:

(a) is charged monthly in arrears;

(b) may be direct debited from your nominated account or card.

4.3 Inclusions

Your Legal Services Confirmation sets out what is included in your Subscription Services. Subscription Services do not include:

(a) document formatting to meet branding requirements;

(b) work that falls outside ordinary commercial legal matters, including litigation, disputes, contested proceedings, specialist work such as intellectual property, tax and any matter that is complex or unusual or requires specialist expertise beyond the scope set out in your Legal Services Confirmation.

You must use Subscription Services fairly and only for the business named in your Legal Services Confirmation, unless we agree otherwise in writing.

4.4 Changes to services or fees

If we make significant changes to services, fees or these Terms, we will give you at least 30 days’ written notice. If you do not agree to a change:

(a) you must tell us in writing before it takes effect;

(b) we will try to resolve your concerns in good faith;

If you terminate for this reason, you only pay fees and expenses incurred up to termination.

4.5 Additional Work

If you ask us to provide legal services not covered by your Subscription, we may:

(a) offer an upgraded Subscription; or

(b) provide a separate quote for a Fixed Fee Engagement.

4.6 Eligibility for Subscription Services

Your Subscription and Subscription Fees are based on the information you give us. If the information was incorrect or your business activities materially change, we may increase your Subscription Fees or change your Subscription Services. If you do not agree, we may terminate your Subscription. If we terminate under this clause 4.6, you only pay fees and expenses incurred up to termination.

5. Cost Rights & Disputes

5.1 Your Rights about Legal Costs

Under the Legal Profession Uniform Law (NSW), you have the right to:

(a) seek independent legal advice before agreeing to any proposed costs agreement;

(b) negotiate these Terms;

(d) receive progress reports on costs.

5.2 Disputes About Costs

If you dispute our costs, you must raise it with us in writing. We will respond within 14 days. If unresolved, you may apply for a costs assessment or make a complaint to the Office of the Legal Services Commissioner (NSW) (www.olsc.nsw.gov.au) under the Legal Profession Uniform Law (NSW).

6. Confidentiality, Intellectual Property and use of AI Tools

6.1 Confidentiality

We will keep your Confidential Information confidential, except where appropriate for the conduct of your matter, where disclosure is permitted or required by law, or where you consent.

You will keep our Confidential Information confidential unless required by law, you need to disclose it for the purpose of obtaining independent legal or financial advice, or we agree otherwise.

6.2 Copyright, Retention and Copying of Your Documents

We own the copyright in all Legal Output. We licence you to use the Legal Output for your own personal or business purposes, including sharing it with counterparties, advisers or third parties in the ordinary course of your business dealings. You must not sell or share the Legal Output publicly or use the Legal Output to provide legal services to others.

You grant us a non-exclusive, perpetual, royalty-free licence to use any documentation you provide to us:

(a) for our internal business purposes, including knowledge management, training, quality assurance and precedent development (in each case on a de-identified basis where practicable);

(b) for the purpose of providing legal services to you;

(c) to input, process, analyse and use that documentation within AI Tools used by us in connection with the provision of legal services to you; and

(d) for our internal record-keeping and professional compliance purposes.

We may keep your documents for 7 years after completion of the provision of legal services to you, after which they may be destroyed.

6.3 Client Customisation

Client Customisations may be made to the Legal Output with our prior written consent. You indemnify us against all Claims arising from Client Customisations.

Nothing in these Terms gives you the right to modify, remove, obscure or replace our branding, logo, disclaimers, headers, footers or other identifying material contained in the Legal Output, unless we agree in writing.

6.4 Use of AI Tools

You acknowledge and agree that we may use AI Tools in connection with the provision and delivery of our legal services, including in preparing Legal Output. This may include using AI Tools to assist with administrative, operational and service delivery tasks, including recording meetings and preparing notes or summaries for physical and online meetings, legal research, legal drafting and legal reviews. If you have concerns about the use of AI Tools for a specific task, you may raise this with us and we will consider your request. We will take reasonable steps to ensure that any third-party AI Tools we use are subject to appropriate confidentiality and data security obligations, and that your information is not used to train third-party AI models without your consent. All Legal Output produced with the assistance of AI Tools is reviewed by a qualified lawyer before delivery to you.

Nothing in this clause 6.4 authorises you to upload, submit, input, disclose or otherwise make available any Legal Output to any AI Tools or to any third-party service that stores, trains on, processes or otherwise uses that content, unless we have given our prior written consent.

7. Obligations & Liability

7.1 Responsibilities

Unless otherwise stated in these Terms:

(a) if you have engaged us solely to draft legal documents based on your specific instructions, we are not engaged to and will not provide strategic legal advice about whether those documents are appropriate for your circumstances, unless you have also specifically engaged us to provide such advice;

(b) we will not independently verify the accuracy of information and documents you provide to us;

(d) our legal services are only meant for you in the context of your instructions to us. We are not responsible for any other use of our legal services. You must not give our work to anyone else to rely upon for legal advice, unless we agree first;

(e) we are lawyers admitted to practise in New South Wales, and under applicable mutual recognition arrangements, may practice in certain other Australian jurisdictions. You should not rely on us for legal advice not covered by our agreed Scope of Work and in relation to jurisdictions outside of Australia; and

(f) we are not responsible for any changes that you make to our Legal Output, or your failure to follow our advice.

7.2 Your Obligations

You confirm that:

(a) you are authorised to instruct us on behalf of any company, partnership, trust or other entity that you say that you represent;

(b) the information you provide to us is true, accurate and complete; and

(c) you are responsible for obtaining, at your cost, any consents, licences and permissions from other parties necessary for the relevant legal services to be provided, and for providing us with copies of all such necessary consents, licences and permissions in a timely manner.

7.3 Use of our legal services

Our legal services are provided only for your benefit. No other person or business may use or rely on them unless we agree in writing first. If you want someone else to access or rely on our legal services, you must tell us in writing and get our written consent. You must also make sure that person understands and agrees to the limits and exclusions in these Terms.

7.4 Related Entities

We may agree in writing to provide legal services to a Related Entity of yours. If we do, and that Related Entity is not a party to these Terms, you agree that:

(a) we are only responsible to the Related Entity if we have agreed in writing to act for it;

(b) any Claim relating to our legal services must be brought by you, not the Related Entity;

(d) we will not be liable more than once for the same issue, and our total liability to you and all Related Entities together is capped as set out in these Terms; and

(e) you are responsible for any loss, cost, or expense we suffer if a Related Entity uses or relies on our legal services without permission, brings a duplicate Claim, or seeks more than we would have been liable to pay if you had brought the Claim yourself.

7.5 Privacy

We handle your personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy is available here: www.mysmb.com/privacy.

7.6 Non-Solicitation and Non-Compete

You must not, within Australia, encourage or solicit our staff, contractors or clients to leave us or to provide services in competition with us during the period in which we are providing legal services to you under these Terms, and for 12 months after our engagement ends.

7.7 Exclusions

Our liability is limited by a scheme approved under Professional Standards Legislation.

Nothing in these Terms is intended or operates to limit or exclude your rights and remedies, or our obligations and liabilities, under the Australian Consumer Law.

Neither of us will be responsible to the other for indirect or consequential losses. This includes things like loss of profit, revenue, business, goodwill, opportunity, reputation, savings, data, or use of data. This does not affect your obligation to pay any fees owed to us under these Terms, or any indemnity given by you under these Terms.

A party’s liability to the other party in connection with these Terms will be reduced to the extent the loss was caused or contributed to by the other party (or their personnel), including where they failed to take reasonable steps to mitigate the loss.

Except where liability is limited by Professional Standards Legislation, the maximum total liability of either party under these Terms in respect of any single claim or series of related claims is limited to the fees actually paid by you, or required to be paid by you, in the 12 months immediately before the event giving rise to the Claim. This cap does not apply to your obligation to pay fees, expenses or disbursements under these Terms, or to any indemnity given by you under these Terms.

8. Termination

8.1 Termination for Cause

We may cease to act for you, cancel your Subscription or refuse to provide you with further legal services if:

(a) you materially breach these Terms or the law, and the breach is either incapable of remedy or has not been remedied within 14 days of us providing notice of the breach to you; or

(b) we consider (acting reasonably) that our relationship has broken down and this is either incapable of remedy or has not been remedied within 14 days of us providing notice to you.

If we terminate these Terms for cause, then you remain liable for the following amounts (which are debts immediately due and payable to us):

(a) any disbursements and expenses we have incurred on your behalf;

(b) any unpaid Subscription Fees or Fixed Fees we have already invoiced;

(d) any Fixed Fees for Fixed Fee Engagements that we have commenced, calculated on a pro-rata basis having regard to the proportion of the Scope of Work completed at the date of termination.

You may terminate these Terms for cause, if we materially breach these Terms and the breach is either incapable of remedy or has not been remedied within 14 days of you notifying us of the breach. If you terminate these Terms for cause, you will only be required to pay our professional fees, disbursements and expenses in providing the services to you up to the date of termination.

8.2 Termination for Convenience

Either of us may otherwise terminate these Terms for convenience by providing written notice to the other. For Subscription Services the termination will take effect on the last day of the Subscription Term.

If you terminate for convenience, then you remain liable for the following amounts (which are debts immediately due and payable to us):

(a) any disbursements and expenses we have incurred on your behalf;

(b) any unpaid Subscription Fees or Fixed Fees we have already invoiced;

(d) any Fixed Fees for Fixed Fee Engagements that we have commenced, calculated on a pro-rata basis having regard to the proportion of the Scope of Work completed at the date of termination.

If we terminate these Terms for convenience, you will only be required to pay our professional fees, disbursements and expenses in providing the services to you up to the date of termination.

8.3 Consequences of Termination

Subject to these Terms and your rights as a “consumer” under the Australian Consumer Law (if any), our professional fees, disbursements and expenses are non-refundable.

You agree that the amounts payable under this clause 8 are a fair estimate of the loss we suffer if your Subscription ends early. This is because we provide subscription legal services based on your commitment for the full Subscription Term, including maintaining the staff and expertise needed to support you on an on-demand basis.

8.4 File Access on Termination

On termination, we will give you copies of your documents, subject to our lawful right to exercise a lien over documents we have created (but not documents you provided to us). We will keep your documents for 7 years after termination and may then destroy them, unless a longer period is required by law.

You are liable for the reasonable cost of retrieving your documents from storage, and for any copying or digitisation charges and our reasonable professional fees incurred in providing your file to you or as you direct.

9. General Provisions

Surviving Clauses: Clauses 6 (Confidentiality, Intellectual Property and use of AI Tools ), 7.4 (Related Entities), 7.6 (Non-Solicitation and Non-Compete), 7.7 (Exclusions) and 9 (General Provisions) survive the expiry or termination of these Terms.

Severance: If any provision of these Terms is invalid, illegal or unenforceable, that provision will be severed or read down to the extent necessary, and the remaining provisions will continue in full force and effect.

Assignment: You must not assign, transfer, novate or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or novate our rights and obligations under these Terms to a Related Entity or to any person who acquires all or a substantial part of our business, by giving you written notice.

Entire Agreement: These Terms and the Legal Services Confirmation are the entire agreement between us about the legal services. They replace all earlier representations and agreements, whether oral or written.

Waiver: A failure or delay in exercising a right or remedy does not waive it. A waiver is only effective if given in writing.

Variation: We may change these Terms by giving you at least 30 days’ written notice. If you continue to use our services after that period, you accept the change. If you do not accept the change, you may terminate under clause 8.

Notices: Notices under these Terms must be in writing. A notice is effective: (a) if sent by email, when sent to the recipient’s last known email address (unless a delivery failure notice is received); or (b) if sent by post, 5 days after posting to the recipient’s last known address. Our notices to you will go to the email address in your Legal Services Confirmation. Your notices to us must go to legal@mysmb.com.

Electronic Communications: Transmitting information electronically involves risk and cannot be guaranteed to be secure or error-free. We are not liable for any loss or damage arising from technical issues caused by a third party, or from causes beyond our reasonable control, unless the law makes us liable.

Dispute Resolution: Before starting legal proceedings (other than for urgent interim relief), each party must try to resolve the dispute by good faith negotiation for at least 30 days after giving written notice of the dispute to the other party.

Jurisdiction: These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.