1. The incounsel Service
Please note that the Terms do not apply to our Legal Advisors; if you are a solicitor, barrister, trademark attorney, patent attorney or any other legal service provider and wish to discuss working with us, please contact us. These Terms also do not apply to you if there are separate bespoke terms in place between us.
You are responsible for all compliance with laws and regulations which apply to you.
The provider of InCounsel is InCounsel Pty Ltd You can contact us via our online contact form. When the Terms make a reference to ‘we’ or ‘us’, that is a reference to InCounsel Pty Ltd.
“InCounsel” consists of the Site, any InCounsel-branded mobile apps we make available, any pages or promotions we operate on third party social media applications, and the content and services we make available through them via the internet or mobile devices (including smart phones and tablets). It also includes the provision by us of associated information, products and services by email or your mobile device.
InCounsel is designed to enable users to submit to us details of matters in respect of which they require legal advice and/or assistance (“Requests for Quotes”) and receive responses from Legal Advisors with an indication of the fees chargeable by them for their provision of that advice and/or assistance and any conditions applicable to those fees (“Quotes”).
Any person whose Quote we send to you in response to your Request for Quotes by means of InCounsel or who we otherwise directly introduce to you is a “Legal Advisor”.
You are responsible for accurately describing your requirements for any project in respect of which you submit a Request for Quotes or any other requirements (“Projects“).
“Legal Advisor Fee” means the fees, costs and charges to be paid for the Legal Advisor’s services in respect of each Project.
The “InCounsel Marketing Fee” is a charged to Legal Advisors in respect of any Project, being 15% (plus GST) for any work completed by the Legal Advisor for you for a period of 18 months.
The “InCounsel Management Fee” is a fee charged to you where the Legal Advisor carries out a dedicated placement (on-site or remote) with you (“Placement”), being 20% (plus GST) of the Legal Advisor Fee.
3. Fees and payment
Unless the Project is a Placement, we charge Legal Advisors 15% (plus GST) of the amounts you pay them in respect of any Project and for any work completed by the Legal Advisor for you for a period of 18 months.
Where a Legal Advisor carries out a Placement with you, we will invoice you:
the Legal Advisor Fee on their behalf; and
the InCounsel Management Fee.
We will pay the Legal Advisor that carried out the work for you, all Legal Advisor Fees we receive from you. You consent to the Legal Advisor sharing details of their Legal Advisor Fee with InCounsel on an ongoing basis.
If you employ a Legal Advisor on a full or part time basis, you shall promptly notify InCounsel and shall pay to InCounsel a sum equal to 20% of such Legal Advisor’s first gross annual remuneration by way of an introduction fee.
We make no warranty that InCounsel will be uninterrupted or error free, or that any defects will be corrected.
Whilst we take steps to prevent misuse of our systems, we cannot warrant that InCounsel will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.
InCounsel is not a law firm, and we do not provide any legal services or legal advice. No legal professional privilege therefore applies to any information you provide to InCounsel and no duty of confidentiality arises through use of the Site, including submitting Requests for Quotes. A legal professional privilege may (but will not necessarily) be formed through use of the Site between you and a Legal Advisor.
5. You and Your Legal Advisor
We check that Legal Advisors are qualified in the general legal field relevant to your Project. Although we may generally suggest one or more Legal Advisors based on your submitted request, we cannot make any kind of guarantee as to the legal ability, competence, or quality of the Legal Advisors. We merely make InCounsel available to enable you to identify and determine the suitability of Legal Advisors for yourself. We do not warrant the accuracy, quality or completeness of any information or assistance obtained from Legal Advisors. We do not direct, have any control over, or make any assurance or representation about any Legal Advisor.
If you accept any Quotes you will engage the Legal Advisor by signing a contract with the Legal Advisor (the “Engagement Letter”). We encourage the Legal Advisors to enable you to sign the Engagement Letter electronically through InCounsel and you hereby consent to the Legal Advisor sharing on an ongoing basis, the Engagement Letter (including any attachments), your Projects, the scope of work they will complete for you and the agreed fees with InCounsel. However, we will not be a party to any contract made between you and any Legal Advisor and therefore we shall not be liable for any loss or damage that results from any dealings between you and any Legal Advisor. It is your responsibility to select a suitable Legal Advisor and to negotiate the terms of any Project to be performed by the Legal Advisor selected.
You should in all cases make your own enquiries as to the suitability of any Legal Advisor for your particular Project. You should not engage any Legal Advisor or make any deposit or other payment to them without having conducted such checks to your full satisfaction. While our hope is that you will be happy with every Legal Advisor you find through InCounsel, you should not engage any Legal Advisor if you have any doubts or concerns about them.
We may include in InCounsel information sourced from Legal Advisors, including general news and information and profiles of individual Legal Advisors. We do not write or control that information, and have no responsibility to you or any person for it. Any information on InCounsel is for general guidance only and is not legal advice. You should take all due care in relying on such information, as this is done at your own risk.
In the unlikely event that you have a dispute with a Legal Advisor, you must address such dispute directly to the Legal Advisor concerned. However, you agree to notify the details of the dispute to us as soon as reasonably practicable. We cannot be involved in your dealings with Legal Advisors. In the event that you have a dispute with one or more Legal Advisors, by using InCounsel you release us from any and all claims, demands and damages of every kind arising out of or in any way connected with such disputes.
6. Your Use of incounsel
You are responsible for ensuring that you are legally entitled to submit to InCounsel any information which you include in a Request for Quotes. You may only use InCounsel to invite Quotes for genuine Projects where you have authority to engage a Legal Advisor and your intention is to do so subject to agreeing suitable terms. You may not invite Quotes for any Project which is illegal or unlawful.
You agree not to use InCounsel in any unlawful manner and in particular shall not:
Include in any Request for Quote or Review any information that infringes any patent, trademark, copyright, trade secret or other intellectual property right or proprietary right of any person;
Submit to InCounsel any corrupted files, files that contain viruses, or any other item that may damage the operation of a computer or other electronic device;
impersonate another person or entity;
falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels on any material contained in a Request for Quote;
cause InCounsel to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of InCounsel is in any way impaired; or
restrict or inhibit any other user from using and benefitting from InCounsel.
You may withdraw a Request for Quote at any time by contacting us. This will not affect any engagement you have already entered into with a Legal Advisor.
You must not include in any Request for Quotes any information which could personally identify any other person, unless you are entitled to do so.
You agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content from InCounsel without our prior written permission.
It is not possible for us to review all websites which are linked to from InCounsel (or link to InCounsel), and you should therefore take care when following any link. We cannot accept liability for any loss or damage that may be suffered as a result of following any links.
8. Use of Requests for Quotes
You are solely responsible for the content, accuracy, and completeness of each Request for Quote you submit to InCounsel, and agree that they shall only contain information which is true, accurate and current.
You acknowledge that we may edit, modify or remove any parts of a Request for Quotes which we consider is in breach of any of the provisions of the Terms, and/or suspend or terminate your access to InCounsel without notice.
By providing a Request for Quotes you grant to us a royalty-free, perpetual, irrevocable and non-exclusive licence to use, copy, reproduce, modify, publish, edit, translate, distribute and display the Request for Quotes alone or as part of other works in any form, media, or technology whether now known or hereafter developed. You warrant that you are entitled to grant such a licence. You also waive any moral rights you have in Requests for Quotes. Do not include in any Request for Quotes any information that you would not want us to use in this way.
You consent to information about the device you use to access InCounsel being collected and processed for fraud prevention purposes and you acknowledge that we may use third parties (and information they provide) to help us prevent fraud or unauthorised access to our Service.
After instructing a Legal Advisor through InCounsel, you will be given the option to complete a review of that Legal Advisor (“Review”). You are solely responsible for the content of any Review you provide. You agree to ensure that all Reviews you submit are in accordance with this section 9, and you will indemnify us for any breach of this section 9. You confirm that any Review you provide does not contain any unlawful or inappropriate content. All Reviews will be programmatically screened to check whether they contain any unlawful or inappropriate content, which includes but is not limited to content that is:
inciting racism, hatred or terrorism; and/or
To the extent that all or any part of a Review contains potentially unlawful or inappropriate content, we may at our absolute discretion, delete it entirely or remove all or any part of a Review. We are not under any obligation to notify you of this decision.
By providing a Review, you confirm that: (i) the Review is your independent, honest, genuine opinion of a lawyer that you have instructed by means of InCounsel, (ii) you have no personal or commercial relationship with the lawyer being reviewed, and (iii) you have not been offered any incentive to write the Review. You acknowledge that we offer the lawyer a right of reply, which is subject to the lawyer’s usual confidentiality obligations.
Any Review you provide will be viewable by users of InCounsel. We reserve the right without notice to edit or delete your Review where we have reason to believe it breaches any of these Terms, or take such steps as necessary to protect us or others, or if we are required to do so by law or any appropriate authority. We are not responsible if your Review is misused by third parties as this is outside of our reasonable control.
We do not endorse or recommend any Reviews and you rely on the information in any Reviews at your own risk.
10. Intellectual Property Rights
You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, InCounsel and any part of it (the “Intellectual Property”), including but not limited to the content of any Review and the manner in which InCounsel is presented or appears and all information and documentation relating to it, is our property (or that of our licensors), and nothing in the Terms shall be taken to transfer any of the Intellectual Property to you.
Solely for the purposes of receiving InCounsel, we hereby grant to you for the period during which InCounsel is provided a non-exclusive, non-transferable licence to use the Intellectual Property.
To the extent that the copyright and/or other intellectual property rights in the content of any Review you provide do not already belong to us, you grant us a worldwide, perpetual, irrevocable, non-exclusive, transferable, fully sub-licenseable licence to use, copy, alter, display and create extracts of, or derivative works from, that Review in any media formats, on InCounsel, on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion of InCounsel. You are not entitled to royalty payments or any other compensation or fee related to any such use of a Review. You waive your moral rights in relation to such a Review to the extent legally permitted. You also grant each other user of InCounsel a licence to use your Review to the extent expressly permitted by these terms and conditions.
11. Limitation of Liability
Nothing in the Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
If you are dissatisfied with InCounsel, or the terms of the Terms, your only remedy under the Terms shall be to discontinue use of InCounsel. Without limiting the preceding sentence, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.
Other than as set out in the two paragraphs immediately above, we shall not be liable in contract, tort, negligence, statutory duty, misrepresentation, or otherwise for any loss or damage whatsoever arising from or in any way connected with the Terms.
Except as expressly set out in the Terms, all conditions, warranties and obligations which may be implied or incorporated into the Terms by statute, common law, or otherwise and any liabilities arising from them are expressly excluded to the extent permitted by law.
We shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, or any other economic loss (even where we have been advised of the possibility of such loss or damage).
In the event that any limitation or exclusion of liability in the Terms is not enforceable, then we shall not be liable to you for more than $500 in aggregate in respect of matters arising out of any individual Request for Quotes.
Each of the provisions of this section 11 (Limitation of Liability) shall be construed separately and independently of the others.
12. Our Rights
We reserve the right at all times to edit, refuse to post, or to remove from InCounsel any information or materials for any reason whatsoever, and to disclose any information we deem appropriate to satisfy any obligation we may have under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body.
We reserve the right to terminate the provision to you of InCounsel or restrict your access to InCounsel at any time without notice for any reason whatsoever, including if we suspect you to be in breach of any of the Terms.
We may vary the terms of the Terms from time to time and shall post such alterations on the Site. If you do not agree to the changes made to the terms of the Terms then you have the right to stop using the Service, and should do so immediately. Your continued use of InCounsel after the date the changes have been posted will constitute acceptance of the amended Terms.
Section headings are inserted for convenience only and shall not affect the interpretation of the Terms.
If any of the Terms are held to be illegal or unenforceable such provisions shall be severed and the rest of the Terms shall remain in full force and effect unless the business purpose of the Terms is substantially frustrated, in which case it shall terminate without giving rise to further liability.
You may not assign, transfer or sub-contract any of your rights under the Terms without our prior written consent. We may assign, transfer or sub-contract all or any of our rights at any time without consent.
No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us or you from acting upon any continuing or subsequent breach or default.
The Terms constitute the entire agreement as to your use of and our provision of InCounsel and supersedes and extinguishes all previous communications, representations (other than fraudulent misrepresentations) and arrangements, whether written or oral.
You acknowledge that you have placed no reliance on any representation made but not set out expressly in the Terms.
The Terms shall be subject to the laws of New South Wales, Australia and the parties shall submit to the exclusive jurisdiction of the courts in New South Wales.
Our ACN is 615 521 410 is and our registered office is at 11B Iris Street, Sefton NSW 2162.