standard terms and conditions

last updated 30 June 2025

• Definitions and interpretation

  • In these terms:

    • Agreement means the agreement between you and us, comprising these Standard Terms and the Scope.

    • Empirical means Empirical Legal Pty Limited ABN 83 683 081 692.

    • LPUL means the Legal Profession Uniform Law 2014 (NSW) contained in Schedule 1 of the Legal Profession Uniform Law Application Act 2014 (Vic) and applied as a law of New South Wales by the Legal Profession Uniform Law Application Act 2014 (NSW).

    • Price means our professional fees, and any additional third-party costs or disbursements charged by us.

    • Scope means the scope of work set out in writing, including by email, provided to you by Empirical that sets out the scope of our engagement, together with any subsequent modifications or amendments to that scope of work agreed between you and us from time to time.

    • Standard Terms means this document, titled ‘Standard Terms and Conditions’.

    • we, our, and us mean Empirical.

    • you and your mean the client that engages Empirical, and which is set out in the Scope. If you are an individual engaging Empirical on your own account, the client is you, the natural person; if you are engaging Empirical on behalf of your company or employer, then ‘you’ and ‘your’ mean that company or employer.

  • The Scope, and any subsequent written agreements between you and us, prevail to the extent of any inconsistency with these Standard Terms.

• Empirical

  

  • Empirical is an incorporated legal practice. You retain us to provide you with legal services.

  • The Agreement is the whole agreement between you and us, and is governed by the laws of New South Wales. The Agreement, and our services, will be governed by the laws of New South Wales, including the LPUL.

  • You can accept this Agreement by:

    • signing and returning the Scope that is provided to you; or

    • continuing to instruct us after receiving the Standard Terms and the Scope.

  • By accepting this Agreement, you agree to pay for our services on the terms set out in the Agreement.

  • These Standard Terms apply to all engagements between us, unless otherwise agreed in writing by you and us.

  • You agree that, except to the extent that the law prevent us from excluding liability, that none of the directors, shareholders, employees or contractors of Empirical, accept, assume or otherwise have any personal responsibility or liability whatsoever to you or anyone else for the advice and services provided under the Agreement.

• The Price

  • The Agreement provides for the payment of the Price for the services that we provide to you.

  • You have the right to negotiate the Price and the Agreement, and you acknowledge that you have had the opportunity to negotiate the Price.

  • We will notify you of any substantial change to the Price as soon as reasonably practicable after we become aware of that change. We will provide you with enough information about the proposed change to the Price to allow you to make an informed decision about the future conduct of your matter.

  • The basis for calculating the Price is set out in the Scope.

• The Price - fixed fees

  • This clause 4 applies if the Scope says that the Price is a fixed fee.

  • When we provide a fixed fee, it will be set out in the Scope, together with the assumptions on which the fixed fee is based.

  • The fixed fee is based on the Scope and the assumptions set out therein. If you need additional services that are not set out in the Scope, or the assumptions set out in the Scope are incorrect, then we may vary the Scope. In this circumstance, we will discuss and agree with you a revised Scope and Price.

• The Price - time-based billing

  • This clause 5 applies if the Scope says that the Price is based on hourly rates.

  • We calculate the estimated Price based on the hourly rates of our professional staff. Our staff record their time working on your matter in 6-minute units. We will charge you according to the number of those 6-minute units each person works on your matter.

  • We will give you an estimate of the Price you will incur, which is set out in the Scope.

  • Unforeseen circumstances or new issues can arise during a matter. If the estimated Price becomes inaccurate due to a change in circumstances or additional issues arising, we will provide you with a revised estimate as soon as reasonably practicable.

  • Our staff have different charge out rates depending upon their qualifications and level of experience. We may also charge for time spent working on your matter by semi-professional or paralegal staff.

  • We will use staff members with appropriate level of qualification and experience to perform the work on your matter.

  • The current hourly rates for our staff members are set out at Schedule 1 to these Standard Terms.

  • We may vary our hourly rates from time to time; when we do, we will notify you of the change and of any substantial effect that may have on a fee estimate that has been provided to you.

• The Price - speculative billing

  • If the Scope says that the Price contains a speculative or conditional fee, such as a success fee, this clause 6 applies.

  • We are only entitled to receive payment on the terms set out in the Scope.

  • You have a right to seek independent legal advice before entering into this Agreement. You acknowledge that we have separately informed you of this right.

  • You may terminate this Agreement within 5 business days of entering into it. If you decide to terminate the Agreement within this cooling-off period, then we will only charge for you for the costs we incurred on a time-charged basis up to the date of termination, calculated at the hourly rates set out in the Scope.

• The Price - Litigation

  If your matter involves litigation or going to court, you should be aware of the following things:

  • The Price for a litigation matter does not include the costs of recovery of any judgment or award made in your favour. These costs will be the subject of a separate costs agreement.

  • If a costs order is made in your favour, it will not necessarily cover the whole of your legal expenses or the Price. A costs orders usually covers between seventy to eighty percent of a successful party’s legal costs.

  • If costs are awarded to your opponent in litigation, their costs in relation to the legal proceedings will be additional to your own legal costs payable under this Agreement.

  • If we negotiate a settlement on your behalf, we will disclose to you, before the settlement is agreed:

    • a reasonable estimate of the Price payable by you if the matter is settled, and any legal costs of any other party that you may have to pay; and

    • a reasonable estimate of any contributions any other party is likely to make towards the Price.

  • Unless specifically agreed in writing, our advice does not cover the tax treatment or tax consequences of any amounts awarded to you or that you are ordered to pay to another party.

  • Litigation is a dynamic and uncertain process. Much of what happens in the course of a legal proceeding results from the actions of the other parties, their legal advisors, and the court or tribunal, none of which we can control. New factual and legal issues can arise unexpectedly, and all of these uncertainties and variables can affect our estimate of the Price in a litigation matter. We will notify you as soon as reasonably practicable if our estimate of the Price in a litigation matter has changed.

• Disbursements and third-party costs

  • We may incur third party costs on your behalf. These might include search fees, court fees, barrister’s fees, lodgement fees, taxes and duties, courier fees, online data room and deal room service fees, and others. These third-party costs and disbursements will be included in our bills and charged at cost. Our bills will provide you with an itemised breakdown of all additional third-party costs and disbursements.

  • GST will apply to some disbursements and service charges. If so, these will be on-charged to you at the GST-exclusive cost to us, plus GST. However, GST will not be passed on you on GST-exempt items such as government fees, taxes and charges.

  • We reserve the right to ask you to pay in advance for large disbursements such as stamp duty, registration fees, and court fees.

• Billing

  • You have the right:

    • to receive a bill from us for the Price; and

    • to request an itemised bill, if our original bill was not itemised.

  • We will issue a bill to you monthly, unless otherwise agreed

  • Each bill is payable within 14 days of the day we send it to you, in Australian dollars.

  • If a bill remains unpaid for more than 30 days after we send it to you:

    • we are entitled to charge interest on it at a rate of two percent above the then-current cash rate published by the Reserve Bank of Australia; or

    • on giving written notice to you, we may cease to work on the matter to which the bill relates, as well as any of your other matters (including filing a notice of ceasing to act or its equivalent with any Court or tribunal in any court matter in which we represent you). You agree that we are not responsible for any loss resulting from our ceasing to act.

  • You agree that, to the maximum extent allowed by law, we may exercise a lien over all of your files, documents and money in our trust account, or a controlled money account, until all of your unpaid bills have been paid in full.

• Billing disputes

  • If there is a dispute about the Price on any matter in which we act for you, you may have the right:

    • to apply for a costs assessment of all or part of the Price in any of our bills. An application for costs assessment must usually be made within 12 months after the bill was issued to you, or the Price was paid, if not bill was given to you.

    • to seek the assistance of (including making a complaint to) the relevant legal profession regulatory authority in relation to that dispute. A complaint must usually be made within 60 days after the Price was payable or, if you requested an itemised bill, within 30 days after we provided that itemised bill.

  • Any rights you may have under this clause apply regardless of whether the bill has been paid. You may also have other rights not set out in this clause.

• Funds on trust

  We may request that before we start work on a matter for you, that you pay as an amount set out in the Scope to be held in our trust account and applied by us in payment of our fees and disbursements as and when they fall due for payment. Where the Scope provides for an amount to be paid into trust at the commencement of a matter, by entering into this Agreement you authorise us to apply the sum held in trust, or any part of it, and any additions to that sum which you may pay in the future, for payment of outstanding fees and disbursements as described above.

• Goods and services tax (GST)

  • In this clause:

    • GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act), as amended from time to time, or any replacement or equivalent legislation;

    • words and expressions used in this paragraph which have a particular meaning in the GST law (as that term is defined in the GST Act) have the same meaning, unless context otherwise requires;

    • any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member, and any reference to an input tax credit entitlement by a party includes any corresponding input tax credit entitlement by the representative member of any GST group of which that party is a member.

  • Unless GST is expressly included, any amount to be paid or provided under this Agreement, or any supply made under or in connection with this Agreement does not include GST

  • To the extent that any supply made under or in connection with the Agreement is a taxable supply, the GST-exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST-exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause is subject to a valid tax invoice being delivered to the recipient of the taxable supply.

• Confidentiality and privilege

  • When you seek and receive legal advice from us, legal advice privilege (also called ‘legal professional privilege’) will ordinarily attach to our communications related to that advice. If we act for you in actual or prospective court proceedings, litigation privilege will ordinarily attach to our communications related to those proceedings

  • Legal advice or litigation privilege may be relied upon to preserve the confidentiality of such communications, including preventing the disclosure of those communications through compulsory processes such as subpoenas. We will take reasonable steps, consistent with our professional ethical obligations, to preserve legal advice or litigation privilege for your benefit.

  • Under the law, in certain circumstances privilege cannot be claimed to prevent information and documents being made available to certain regulators, such as the Australian Taxation Office and the Australian Securities and Investments Commission. If you would like to know more about legal advice privilege and litigation privilege, please let us know.

  • We will keep all information obtained from you which is not already in the public domain confidential and will only disclose it with your consent or if we are required to do so by law. Nevertheless, you agree that we may disclose relevant information to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceeding, and may also disclose such information in confidence to our insurers, and our legal, accounting and other advisors.

  • This Agreement, and all advice and documents provided by us to you, are confidential and may not be disclosed except with your and our prior consent, unless you or we are required to do so by law.

• Copyright and intellectual property

  • We retain all copyright and other intellectual property rights in all documents we prepare for you and all emails, letters and other communications we send to you.

  • You are free to use and copy all documentation created by us for you during your matter, provided that you keep it confidential unless we agree otherwise.

• Compliance with anti-money laundering laws and regulations

  • We may require you to provide identifying documents and information about yours and the individuals or entities associated with you in order to comply with anti-money laundering laws and regulations. We may be unable to carry out your instructions or continue to act for you if we are unable to verify your identity, or the identities of your directors, shareholders and beneficial owners.

  • We may be required by law to report to a regulatory authority our knowledge or suspicion that a criminal offence has been committed, regardless of whether such an offence has been committed by your client or by a third party. We may not be able to discuss such reports with you because of restrictions imposed by those laws, and in those circumstances we may have to cease acting for you. You are agree that we are not responsible for any adverse consequences that you may suffer as a result of our compliance with such laws and regulations.

• Limitation of liability and indemnity

  • Our services are provided for your benefit alone. Any claim regarding the services we provide in relation to any matter in which we act for you (whether on the basis of contract, negligence, tort, breach of duty, misrepresentation or any other category of claim) may be made only by you and only against us. You agree that you will not make any claim against any of our directors, shareholders, employees or contractors in relation to the services we provide to you.

  • We will not be liable for:

    • the advice given or services provided by barristers, correspondent lawyers, experts or others instructed by us on your behalf, but we will use all reasonable care and skill in our selection of such persons; or

    • models, calculations, formulae, or other materials which you or your other advisers supply to us for inclusion in any of your documents.

  • Unless the Scope explicitly says so, our advice does not cover the tax treatment or tax consequences of any transactions on which we advise, and we will not be liable for any tax or duty levied because of those transactions.

  • Nothing in these Standard Terms excludes or limits our liability for any act or omission by us which cannot be excluded or limited by law.

• Severability

  If any part of this Agreement is prohibited, void, voidable, illegal or unenforceable, then that part is severed from this Agreement but without affecting the continued operation of the remainder of the Agreement.

• Termination

  • Either you or we may terminate our engagement at any time by giving reasonable prior notice in writing, subject, in our case, to the LPUL. We will only stop acting for you if we believe that we have a good reason to do so.

  • If our engagement is terminated for any reason, you agree to pay in full our bills representing the Price accrued up to the time of termination.

• Privacy

  • We collect personal information (as that term is defined in the Privacy Act 1988 (Cth)) about you to assist us in performing the legal services you have requested. If we cannot collect that information, we may not be able to provide legal services to you. We collect this information primarily through our communications with you but may also collect personal information from other sources, such as our website.

  • We take reasonable measures to ensure your personal information is accurate, and protected from unauthorised access or disclosure.

  • If you would like to:

    • request access to, or correct, personal information we hold about you; or

    • make a complaint about how we have handled your personal information,

    please make a request in writing to hello@empirical.legal.

• Amendments and variations

  We may amend or vary these Standard Terms from time to time by notifying you by email or otherwise in writing.