Lawlab and the partner agree to collaborate to ensure the best possible legal and conveyancing experience for partner clients referred to lawlab, on these terms and conditions (“Agreement”).

1. INTERPRETATION

1.1 Definitions: In this Agreement, the following terms have the stated meaning.

“Lawlab” means lawlab Pty Ltd ABN 63 109 721 833.

“Rundl” means Rundl Pty Ltd open business network licenced to lawlab.

“Partner” means the legal entity agreeing to be a Partner by accepting these Terms

“Business Days” means any day not being a Saturday, Sunday or public holiday in Sydney.

“Business Hours” means 8:30am to 6:00pm AEST on Monday to Friday (inclusive), but excluding public holidays in that State and a shut down period over Christmas and New Year, as notified in advance by lawlab to the partner.

“Confidential Information” means the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. Despite the previous sentence, any Referral Information supplied to lawlab is not, for the purposes of the Agreement, Confidential Information of a party, and may be used and retained by each party.

“Customer” means a person who is party to a costs agreement with lawlab in relation to a Service.

“Fees” means the fees set out in the Schedule and payable to the partner on the terms of the Agreement.

“Force Majeure” means an event that is beyond the reasonable control of a party, including acts of God, communications line or internet failures, power failures, riots, strikes, fire, war, pandemic, natural disaster or government action after the date of the Agreement, but excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.

“Intellectual Property Rights” includes copyright and all rights conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trade marks and designs, circuit layouts, confidential information, know-how, and all other rights resulting from intellectual activity, together with all rights, interest or licence in or to any of them. Intellectual Property has a consistent meaning.

“Landing Page” means a web page, or a mobile or software application, which is developed or approved by lawlab and which enables the partner and Network Members to connect directly to Rundl.

“Priority Rules” means the priority rules set out in clause 4.3b to determine whether a Fee is payable to the partner.

“Referral” means the supply of Referral Information to lawlab by the partner using Rundl or a Landing Page.

“Referral Information” means the minimum information to be supplied to lawlab, as notified by lawlab to the partner from time to time.

“Service” means any or all of the following services: sale conveyancing; purchase conveyancing; off the plan purchase conveyancing

“Service State” means the states or territory in Australia in which the property the subject of a Service is located.

1.2 Interpretation: In the Agreement:
a. words importing the singular include the plural and vice versa;
b. a reference to:

• i a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

• ii personnel includes officers, employees, and contractors, but a reference to the
  partner’s personnel does not include lawlab and vice versa; and

• iii including and similar words do not imply any limit;

c. no term of the Agreement is to be read against a party because the term was first proposed or drafted by that party; and

1.3 Personnel compliance: Each party must procure its personnel’s compliance with the Agreement. A breach of the Agreement by a party’s personnel is deemed to be a breach of the Agreement by that party.

1.4 Partnering principles: Each party must act reasonably, without delay, and in good faith when exercising its rights and performing its obligations under the Agreement. Both parties must act at all times towards the other in a manner conducive to the fostering of a long-term relationship characterised by trust and confidence and which focuses on the total benefit for both parties.

2 REFERRALS AND SERVICES

2.1 General: The partner must:
a. actively market and promote the Services to clients of the partner and to other strategic partners and persons with whom the partner works in their market, including advising of the Services, its relationship with lawlab, and the partner’s obligations under the Agreement in respect of Referrals; and
b. use its best endeavours to make Referrals to lawlab as early as possible in respect of the relevant partner engagement.

2.2 Contact with prospective Customer: On receipt of the Referral Information, lawlab must contact the prospective Customer to offer the relevant Service to that prospective Customer.

2.3 Conflict checks: Upon (or prior to) engagement by a (prospective) Customer, lawlab must undertake a conflict of interest check in respect of the (prospective) Customer and the counterparty in accordance with good industry practice.

2.4 Services:
a. Unless clause 2.5 applies, lawlab must provide the relevant Service upon engagement by that Customer. The Service may be provided from any State within Australia, which the partner acknowledges may be a different location than the Service State (e.g. the Services may be performed in New South Wales for a property located in Victoria).
b. At its own cost, lawlab must ensure that it, and its personnel, holds all approvals, licences, and practising certificates required for it to perform the Services.
c. On reasonable notice to the partner, lawlab may remove Services from the scope of the Agreement (including limiting the States in which the property the subject of a Service is located) and/or add new Services to the scope of the Agreement. On the date specified in the notice, the Services are deemed to be amended in accordance with that notice.

2.5 Exceptions:
a. Despite anything to the contrary in the Agreement, the Agreement does not apply (and no Fee is payable to the partner) where:

• i a third party channel partner or referrer has priority under the Priority Rules;
• ii lawlab declines to provide the Services because a conflict of interest exists or may exist; or
• iii lawlab considers that the provision of Services is not commercially viable (including where the prospective Customer is unable or unwilling to communicate with lawlab via Rundl) or would place lawlab in breach of any professional obligation, or where lawlab otherwise has good cause.

b. Where clause 2.5a applies, lawlab must advise the partner.

2.6 Standards: Each party must perform its obligations under the Agreement:
a in accordance with:

• i the Agreement; and
• ii all applicable laws, regulations, rules and professional codes of conduct or practice (including, in the case of lawlab, all legal professional duties);

b using suitably experienced, qualified and skilled personnel who conduct themselves in a professional manner at all times; and

c exercising reasonable care, skill and diligence at all times.

3 MARKETING AND TRAINING

3.1 Events: The partner must ensure that lawlab may attend, with no attendance fee being payable by lawlab, any major conference or event (including national or state conferences) held or organised by the partner and will have the same benefits as are available to other suppliers and sponsors (e.g. an exhibition stand).

3.2 Collateral: Lawlab may provide point of sale collateral for use by, and may otherwise promote lawlab and the Services to the partner.

3.3 Training: At lawlab’s option, it may require the partner’s personnel to attend training on Rundl, how to liaise with lawlab, and the scope of the Services. The partner must ensure that suitable personnel attend that training.

4 FEES AND PAYMENT

4.1 Fees:
a. A Fee is payable to the partner for a Service (or a series of closely related Services as defined in clause 4.1d) where:

• i the provision of that Service (or a series of closely related Services) by lawlab directly results from a Referral; and
• ii the partner has priority under the Priority Rules for that Service (or series of closely related Services).

b. A Fee is only payable on payment in full by the Customer for the Service.

c. The Fees are inclusive of GST and are the total amount payable by lawlab for Referrals.

d. The Fees may be updated in this Agreement from time to time.

e. In clause 4, more than one Service is a series of closely related Services if:

• i the Services relate to the same property and Customer; and
• ii lawlab is engaged to provide the further Services within 20 Business Days of lawlab’s engagement to provide the first Service.

4.2 Invoicing:
a. The partner must provide lawlab with a tax invoice for the Fees at least 1 week prior to settlement of the Service.

b. In the Agreement, tax invoice has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

c. lawlab must pay the tax invoice:

• i within 5 Business Days of the last day of the month in which the tax invoice was provided; and
• ii electronically in cleared funds without set off or deduction to the bank account notified by the partner.

4.3 Priority Rules:
a. The partner acknowledges and agrees that:

• i lawlab is or will be party to a number of channel partnerships and other referral arrangements that may give rise to multiple referrals relating to the same property, Customer, or transaction;
• ii only one referral fee (including the Fee) is payable by lawlab for each Service provided by lawlab; and
• iii to ensure fairness, priority rules should be applied to determine who is paid the referral fee for a Service the subject of multiple referrals.

b. Where a Service (or series of closely related Services) is provided that is the subject of multiple referrals, the following rules apply to determine to whom the fee is payable and who has priority.

• i The fee is payable to the person who made the referral (which, if the person is the partner, must constitute a Referral under the Agreement) that directly resulted in lawlab providing a previous Service that forms part of a series of closely related Services.
• ii If 4.3bi does not apply, the fee is payable to the person who made the referral (which, if the person is the partner, must constitute a Referral under the Agreement) that directly results in lawlab providing the Service (e.g. by ordering the Service on Rundl).

c. If a dispute arises in respect of the Priority Rules (including relating to their application or multiple referrals fall within the same priority level), the matter will be determined by lawlab in consultation with the persons the subject of the dispute.

5 INTELLECTUAL PROPERTY

5.1 Intellectual Property: Each party (and its licensors) owns all Intellectual Property Rights in Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) developed or owned by it at any time, regardless of its use in the Services or for the purposes of the Agreement. To avoid doubt, lawlab (and its licensors) own all Intellectual Property Rights in Rundl.

5.2 Licence: For the term of the Agreement (including for so long as required to enable lawlab to comply with clause 8.3bi) but subject to clause 5.3a, each party (first party) grants the other party a non-exclusive, non-transferable and paid up licence to use the first party’s Intellectual Property to the extent necessary for a party to perform its obligations and exercise its rights under the Agreement.

5.3 Use of name and marks:
a. Each party (first party) grants the other party a non-exclusive, non-transferable and paid up licence for the term of the Agreement to use the first party’s name and trade marks notified to the other party from time to time (together marks) solely for the purposes of:

• i exercising its rights, and performing its obligations, under the Agreement; and
• ii making general public statements about the relationship of the parties and the Services, including in any proposal, promotional material, and press release, provided that no commercially sensitive information is used.

b. The other party must use the marks accurately and in accordance with any reasonable guideline notified to the other party by the first party.

c. All goodwill arising from the use of the first party’s marks accrue exclusively to the benefit of the first party.

6 CONFIDENTIALITY AND REFERRAL INFORMATION

6.1 Security: Each party agrees that, unless it has the prior written consent of the other party, it must:
a. keep confidential at all times the Confidential Information of the other party; and
b. ensure that any personnel or professional advisor to whom a party discloses other party’s Confidential Information is aware of, and complies with, the provisions of this clause 6.1.

6.2 Disclosure required: The obligations of confidentiality in clause 6.1 do not apply to any disclosure:
a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b. required by law (including under any legal profession rules or the rules of any stock exchange); or
c. of Confidential Information which:

• i is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
• ii was rightfully received from a third party without restriction or without breach of any agreement.

6.3 Return of information: Except to the extent that a party (first party) has ongoing rights to use Confidential Information, the first party must, at the request of the other party following the termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the first party’s possession or control. To avoid doubt, nothing in this clause requires a party to return information that it is required by law to retain (including, in the case of lawlab, under its professional rules of conduct), provided that this clause 6 continues to apply to that information.

6.4 Referral Information: The partner must ensure that it makes all disclosures required by law or under any professional rules of conduct, and obtain all consents and approvals that are necessary, to enable the partner to make Referrals (including, to avoid doubt, to supply the Referral Information to lawlab) and to enable lawlab to contact prospective Customers directly, to provide the Services, and to collect, use, hold and process that information for lawlab’s business purposes. The partner warrants its compliance with this clause on a continuing basis during the term of the Agreement.

7 LIABILITY

7.1 Liability: Subject to the remaining provisions of this clause 7:
a. neither party has any liability to the other under or in connection with the Agreement or in respect of the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise; and
b. a party’s sole remedy in respect of any breach or other issue under or in connection with the Agreement or in respect of the Services is to terminate the Agreement under clause 8.

7.2 Exclusion: Clauses 7.1 does not apply to any liability of a party under or in connection with the Agreement for:
a. personal injury or death;
b. fraud or wilful misconduct;
c. any use or disclosure of the other party’s Intellectual Property other than in accordance with the Agreement;
d. breach of clause 6.

7.3 Remedies: Nothing in the Agreement is intended to limit the right of a party to obtain equitable relief, including enforcing its rights by specific performance or injunction proceedings.

7.4 Exclusion: To the extent permitted by law, each party’s warranties are limited to those set out in the Agreement and any implied condition or warranty is excluded.

7.5 Insurance: At its own expense, each party must maintain in effect insurance policies, with a reputable third party insurance company, that a prudent entity would maintain to protect its business against standard commercial risks and taking into account the party’s risks and potential liabilities under the Agreement.

8 TERMINATION

8.1 No fault termination: Either party may terminate the Agreement on no less than 60 Business Days’ prior notice to the other party.

8.2 Other termination rights: Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
a. breaches any material provision of the Agreement and the breach is not:

• i remedied within 10 Business Days of the receipt of the notice from the first party requiring it to remedy the breach; or
• ii capable of being remedied;

b. has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or
c. is unable to perform a material obligation under the Agreement for 20 Business Days or more due to Force Majeure.

8.3 Consequences of termination:
a. Termination of the Agreement does not affect each party’s rights and obligations accrued before the termination date.
b. Lawlab must:

• i continue to provide the Services for any Referral that occurred prior to:
  • where the partner terminated the Agreement, the termination date; or
  • where lawlab terminated the Agreement, the date of the notice of termination; and
• ii where a Service is provided after the termination date for which a Fee would have been payable if the Agreement continued, pay the partner the Fee for the Service, provided that lawlab is not required to pay the Fee where lawlab terminated the Agreement relying on clause 8.2a.

c. Each party must immediately cease using the other party’s Intellectual Property and must provide written confirmation of cessation of use if so required by the other party, provided that lawlab may continue to use the partner’s Intellectual Property to provide the Services described in clause 8.3bi.

8.4 Obligations continuing: Clauses which, by their nature are intended to survive termination, continue in force.

9 DISPUTES

9.1 Process must be followed: Before taking any Court action (other than seeking urgent interlocutory and/or injunctive relief), a party must follow the dispute resolution process set out in this clause 9 or, in the case of a dispute relating to the Priority Rules, clause 4.3c.

9.2 Good faith negotiations: Each party must use its best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

9.3 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

10 GENERAL PROVISIONS

10.1 Non-solicitation: Each party agrees that during the term of the Agreement and for 6 months after its termination, it must not, without the prior written consent of the other party, directly or indirectly solicit or offer employment or any contract for services to any of the other party’s personnel.

10.2 Reputation: During the term of the Agreement and for 12 months after its termination, neither party may disparage the other party or otherwise make any statement to a person that may, or is likely to, injure the other party’s commercial reputation.

10.3 Status of relationship: The parties are independent contractors. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement. Without limiting the previous sentence, the partner acknowledges and agrees that:
a. it is not a customer or client of lawlab; and
b. the Services are provided, and lawlab’s professional obligations and duties are owed, to the Customer only.

10.4 Governing law: The Agreement is governed by, and must be interpreted in accordance with, the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales for any proceedings relating to the Agreement.

10.5 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by a Force Majeure, provided that the affected party immediately notifies the other party and provides full information about the Force Majeure, uses best endeavours to overcome the Force Majeure, and continues to perform its obligations as far as practicable.

10.6 Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

10.7 Variation: Subject to clause 2.4c, any variation to the Agreement must be in writing and signed by both parties.

10.8 Entire agreement: The Agreement sets out everything agreed by the parties relating to its subject matter, and replaces anything discussed, exchanged or agreed prior to the date it is entered into.

10.9 Assignment and subcontracting:
a. Subject to clauses 10.9b, neither party may assign, subcontract or transfer any right or obligation under the Agreement without the prior written approval of the other party (not to be unreasonably withheld or delayed). A party remains liable for its obligations under the Agreement despite any approved assignment, subcontracting, or transfer.
b. The partner acknowledges that lawlab requires flexibility in how it provides the Services and its use of outsourcing models. Subject to lawlab remaining liable for the performance of its obligations under the Agreement, lawlab may outsource all or part the provision of the Services, including to Rundl Proprietary Limited, individual consultants/sole operators, other law firms, agents, its subsidiaries or related companies (as those terms are commonly defined), or any business acquired by lawlab.

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