DATE 2018

NAME

NAMECOMPANY  Pty Ltd
[address]

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By email only:  EMAIL ENGAGEMENT TERMS – AHUREI PTY LTD AND NAMECOMPANY

These Terms govern the relationship between Ahurei Pty Ltd (Ahurei) ABN 74 614 250 627, a client of Ahurei Pty Ltd (the Client), and a professional services firm (the Firm) engaged by Ahurei to provide services in favour of the Client.  
Where the Firm has its own terms, for example terms of engagement, the Firm agrees that these Terms will have precedence and priority, for example where there is conflict between these Terms and those of the Firm.  

Confirmation of Relationship between the Parties

The Firm is engaged by Ahurei to provide services in favour of the Client.  As such, the Firm’s professional obligations and responsibilities are to be exercised in favour of the Client, with Ahurei operating as an intermediary to assist the client in managing the Firm’s engagement.  
For avoidance of doubt, unless otherwise agreed explicitly in writing:
(i)    Ahurei will be responsible for providing instructions to the Firm on behalf of the Client.  
(ii)    All communications from the Firm will be sent to Ahurei, and not to the Client directly. 
(iii)    The Firm’s professional duties, for example in relation to conflict of interest and confidentiality, will be exercised in favour of the Client.  
(iv)    On request cost estimates for all work will be provided by the Firm to Ahurei in advance of undertaking work, so that Ahurei has opportunity to seek approval from the Client.

The Firm’s Key Obligations

The Firm will perform all work with professional skill and diligence acting as professional advisors. The Firm will act solely in the interests of the Client in any matter on which the Firm is retained by Ahurei, unless asked in writing by Ahurei to act for and / or with other parties in relation to that matter. The Firm will not perform work if factors such as a conflict of interests prevent it from accepting your instructions.

Conflict of Interest Management

Ahurei will inform the Firm of the identity of the Client, and provide other such information as requested by the Firm, thereby to allow the Firm to conduct a robust check.  The Firm will conduct such a conflict check, and confirm in writing to Ahurei whether they are free and willing to provide services in favour of the Client.  Ahurei reserves the right to terminate engagement of the Firm at any time at its sole discretion if it is not entirely satisfied by the manner in which conflicts of interest (including potential / perceived conflicts of interest) are handled by the Firm.  
There may be situations where Ahurei becomes aware of factors which give rise to a risk of conflict of interest (current, future or perceived) of which the Firm would not be not aware.  For instance, this may come about where Ahurei becomes aware of potential future dealings (e.g. collaborative or confrontational) between the Client and another entity represented by the Firm.  In such cases, Ahurei may direct the Firm to cease representation of the Client, without obligation to reveal further details.  

Confidentiality 

The Client has authorised Ahurei to share its confidential information with the Firm.  To the extent that Ahurei provides the Firm with any confidential information of the Client, the Firm will use that confidential information exclusively for the sole purposes for which it is provided. Any information that is not in the public domain will be treated as strictly confidential and, where appropriate, will be subject to attorney-client privilege. The Firm will never disclose such information to any third party unless either: (i) Ahurei provides specific authorisation to do so (based on instructions from the Client); or (ii) disclosure is required by law. 

Indemnity

The Firm indemnifies Ahurei and the Client in respect of any loss or damage suffered by Ahurei or the Client resulting from any act or omission by the Firm which is either negligent or fails to satisfy accepted standards in relation to professional competence and / or diligence.  

Continuity and Personnel

Continuity of engagement with selected professionals is important given the areas in which Ahurei and its Clients operate – for example the individual retained knowledge of specific professionals can be difficult and / or costly to replicate or replace. Therefore, the Firm acknowledges that Ahurei may have engaged the Firm to work with one or more specific professionals (e.g. Patent Attorneys, Trademark Attorneys, or Legal Practitioners).  In the event that any such professional ceases to be engaged by the Firm, the Firm agrees that it will take no action (and not permit any such action to be taken) which would prevent or inhibit Ahurei or the Client from continuing to work with that professional, or which would prevent or inhibit that professional from continuing to work with Ahurei or the Client, regardless of the professional’s employment situation.  
In the event that the Firm proposes to involve a new professional to assist in work instructed by Ahurei, the Firm will seek prior approval from Ahurei (otherwise Ahurei may at its discretion decline to pay fees relating to that new professional’s time).  Ahurei may at its sole discretion decline to work with one or more particular professionals (for example based on level of experience / competence, or other subjective factors).  Where the Firm is unable to provide professional staff which meet the requirements / expectations of Ahurei, Ahurei may terminate engagement of the Firm.

Professional Fees and Charges

Before starting any substantive work based on new instructions, the Firm will (where practical / possible) provide details of such charges and associated scope of work to Ahurei.  Where circumstances arise that favour variation of the scope of work, the Firm will discuss those and the associated cost implications with Ahurei prior to proceeding.  
Ahurei reserves the right to decline professional charges for a given piece of work where those charges exceed a multiple of a professional hourly rate and the amount of time a professional charging at that hourly rate would reasonably be expected to require to complete a given piece of work.  
Ahurei does not accept charges related to the Firm’s training of junior professionals.  All invoices for work instructed by Ahurei must be itemised showing professional names, level of qualification, and time spent.  In some circumstances, Ahurei may request, and the Firm must provide, Work In Progress (WIP) report on either unbilled or billed matters.  
In the event Ahurei terminates the Firm’s engagement, Ahurei will not accept any charges for closing of files.  If the Firm wishes to raise charges associated with transfer of files or the like, those must be approved by Ahurei in writing in advance.  

Billing Arrangements 

Ahurei will inform the Firm in relation to billing arrangements for the Client.  This may require the Firm to invoice Ahurei, or invoice the Client directly.  Ahurei may also specify other requirements for Billing arrangements specific to the Client. 
The payment terms for any invoices issued to Ahurei and / or its Clients is a minimum of 60 days.
Disbursements and Tax
Any disbursements the Firm incurs, such as travel expenses, barristers’ fees, official fees, consultants’ fees and foreign associates’ charges will be billed in addition to professional fees, and itemised separately on invoices at cost incurred.  

Foreign transactions

Where the Firm incurs disbursements in foreign currency, Ahurei will pay those in Australian dollars along with actual costs associated in the Firm handling the relevant foreign currency transaction.  Ahurei will not pay percentage-based mark-ups on the Firm’s foreign currency disbursements.

Data Security

Where the Firm has had a data breach, loss of data, incursion, or other information technology related or physical data loss, the Firm will notify Ahurei of such data loss and confirm whether any Ahurei or its Clients’ information has been part of that data loss.  This obligation continues after any termination of the Firm’s services. 

Terms and Termination

Ahurei may terminate engagement of the Firm at any time it its sole discretion, and / or on instruction from the Client.  
Moving Forward
As noted, by continuing to accept instructions from us, you confirm acceptance of these Terms.  We are excited to work with you with our Client’s matters.  

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Yours sincerely
AHUREI PTY LTD

Jarrod Ward
Founder and Managing Director