Billbe | Registration

BILLBE: TERMS AND CONDITIONS OF USE

Welcome to the Terms and Conditions of Use of the time-recording feature of the Billbe service. Billbe:

Uses an online time management and invoicing system utilising software developed by Billbe Australia Pty Ltd (“Billbe Australia”); and
obtains the finance to pay your invoices and the account manager to liaise with your client from Omniveta Australia Pty Ltd (“Omniveta”) (together, the Service).

These Terms and Conditions of Use concern the use of the software developed by Billbe Australia. They record our obligations as a service provider and your obligations as a registered customer. Because they affect your legal rights, you should read them carefully. Since this Service has been specifically designed for barristers, “Your” or “You” is a reference to the barrister subscribing for the services offered by Billbe.

By clicking the “I accept” dialogue box next to these Terms and Conditions of Use you commit to a binding contract wherein Billbe Australia licences the time management and invoice functions of the Service to you for no charge. Billbe Australia is the Licensor of the software technology that displays these functions on the Billbe Software Service (“Software”). The Software includes any updates, fixes or supplements that Billbe Australia provides to you after you obtain initial access to the Software. This Software is protected by intellectual property laws and treaties.

In order to use the Service, you must be (1) 18 years or older; (2) have the power to enter into a binding contract in your own right and not be barred from doing so under the laws of Australia; and (3) be resident in Australia.

These Terms and Conditions of Use were last updated on 29 February 2016.

DEFINITIONS

Agreement	Means these Terms and Conditions of Use.
Billbe Australia,s Computing System	the collection of hardware, software, application specific computing systems, networks, 3^rd party connectivity & tools, and other connectivity hardware and tools, in whole, or in part, which allow the creation and continued running of the Service
Confidential Information	Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
Costs Agreement	Means a costs agreement between You and a solicitor or direct access client.
Costs Legislation	Means the Legal Profession Act 2004 (NSW) (and associated subordinate legislation) or the Legal Profession Uniform Law 2015 (NSW) (and associated subordinate legislation).
Data	Means any data entered by You or with Your authority into the Website.
Intellectual Property Right	Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Service	Means the online time management, invoicing, accounting and personal finance management services made available (as may be changed or updated from time to time by Billbe) via the Website.
Software	Means the original series of modular computer programs which provide for an internet connect, delivered by mobile phone, tablet or PC/Macintosh computers to store the details of a Barristers working day/s by means of a calendar function, an invoicing function, a note taking function and a client management function. The computer programs interact with each other to produce a complete, working system and to allow the Barrister to upload and authorise the collection of the client invoices by means of a securely interaction with the Omniveta payment system.
Billbe Website	Means billbe.com.au, wholly owned by Billbe Australia Pty Ltd, a privately owned company, registered in Australia and all current and future global subsidiaries of Billbe Australia Corporation Pty Ltd.
Invited User	Means any person or entity, other than the Subscriber, that uses the Service with the authorisation of a specific Subscriber from time to time.
Subscriber	Means the person who registers to use the Service either as, or on behalf of, a barrister holding a current practicing certificate in the state of New South Wales.
You	Means the Subscriber, and where the context permits, an Invited User.
Your	Has a meaning corresponding to “You”.
Website	Means the Internet site at the domain www.billbe.com.au or any other site operated by Billbe Australia..

1. LICENCE TO USE SOFTWARE

These Terms and Conditions grant You the following rights:

Once You have registered, You may access and use the Software for free, subject to these Terms and Conditions. Please note however that the Software will not allow You to be paid by Omniveta unless and until You have accepted the Services Contract, and assigned the benefit of a Costs Agreement to Omniveta, in respect of a specific invoice.
Billbe Australia grants You the right to access and use the Software. This right is non- exclusive, non-transferable, non-assignable, non-sublicensable and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between You as the Subscriber and an Invited User, or any other applicable laws:
1. the Subscriber determines who is an Invited User is; and
2. the Subscriber is responsible for all Invited Users' use of the Service.

2. YOUR OBLIGATIONS

General obligations: You must only use the Billbe software, the Service and the Website for Your own lawful internal business purposes, in accordance with this Agreement and any notice sent by Billbe or posted directly on the Billbe Website. You may use the Service and Website Yourself, or allow only Invited User/s to access the Service, but if You do so You must ensure that all persons for whom or to whom the Service is provided comply with and accept all terms of this Agreement that apply to You.
Access conditions: You must ensure that all logons and passwords required to access the Service are kept secure and confidential. In the event that you suspect that one or more logons and passwords have been compromised, by whatever means, You must immediately notify Billbe Australia of any unauthorised use of Your logon and/or password or any other breach of security and Billbe Australia will reset Your password. In addition, You must take all other actions and comply with all directions that Billbe Australia deems reasonably necessary to maintain the security of Billbe Australia's Computing System, and Your access to the Services. You will inform Billbe Australia of any breach, or attempted breach of security at the first opportunity.

As a condition of this Agreement, when accessing and using the Services, You must:
1. not attempt to undermine the security or integrity of Billbe Australia’s Computing System or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to Billbe Australia’s Computing System on which the Services are hosted;
4. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website.
Usage Limitations. Use of the Service may be subject to limitations, including but not limited to monthly data transmission volume limits, monthly transaction volumes and the number of monthly telephone calls You are permitted to make against Billbe Australia’s technical support infrastructure. Any such limitations will be advised.
Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify and hold Billbe Australia harmless from and against all claims, costs, damages and expenses of any kind (including reasonable lawyer’s fees) arising out of: (i) Your breach of any of these terms or any obligation You may have to Billbe Australia as a result of these terms; (ii) any activity which You engage in that involves using the Software; (iii) Your violation of any law or the rights of a third party while using the Software.

3. CONFIDENTIALITY AND PRIVACY

Confidentiality. Unless one Party has the prior written consent of the other Party or unless required to do so by law:
1. each Party will preserve the confidentiality of all Confidential Information of the other Party obtained in connection with these Terms; and
2. Neither Party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
3. Each Party’s obligations under this clause will survive termination of these Terms.
The provisions of clauses 3(a)(i) and 3(a)(ii) shall not apply to any information which:
1. is or becomes public knowledge other than by a breach of this clause;
2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
4. is independently developed without access to the Confidential Information.

4. INTELLECTUAL PROPERTY

General. Title to, and ownership of, all Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remains the property of Billbe Australia (or its licensors) and You acquire no right, title or interest in or to that that intellectual property by virtue of these terms other than as expressly stated in these terms.
Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remains Your property. However, Your access to the Data is contingent on remaining a registered User of the Service. You grant Billbe Australia a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You.
Backup of Data. Billbe Australia adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Billbe Australia expressly excludes liability for any loss of Data no matter how caused.

5. WARRANTIES AND ACKNOWLEDGEMENTS

Authority of Invited Users. Invited Users warrant that by registering to use the Service on behalf of You, the Invited User has been authorised by You to agree to these terms on Your behalf and agrees that by so registering to use the Service, the Barrister is bound by these Terms (without limiting the Invited Users personal obligations under these Terms).
Acknowledgement. You acknowledge that You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by an Invited User. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or is entered for you by an Invited User).
Billbe Australia has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself You agree that:
1. You are responsible for ensuring that You have the right to do so;
2. You are responsible for authorising any person who is given access to information or Data, and you agree that Billbe Australia has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and You will indemnify Billbe Australia against any claims or loss relating to:
  1. Billbe Australia’s refusal to provide any person access to Your information or Data in accordance with these Terms,
  2. Billbe Australia’s making available information or Data to any person with Your authorisation.
  3. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
Billbe Australia does not warrant that the use of the Software will be uninterrupted or error free. You acknowledge that the existence of any errors will not constitute a breach of this Agreement. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Billbe Australia is not in any way responsible for any such interference or prevention of Your access or use of the Services.
Billbe is not Your accountant and use of Billbe Australia’s Software does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
It is Your sole responsibility to determine that Your use of the Service complies with Your obligations as a barrister under the relevant Costs Legislation and is suitable for the fulfilment of such obligations.
You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
No warranties. You acknowledge that:
1. Billbe Australia gives no warranty about the Software. While we endeavour to provide the best Software and support service we can, You understand and agree that the Software and service is provided “as is” and “as available”, without express or implied warranty or condition of any kind.
2. Your choice to use the Software is made on the basis of your evaluation or judgment and you acknowledge that Billbe Australia does not warrant that the Software will be suitable for your particular purposes and you further acknowledge that at no time prior to entering into this Agreement have you relied on the skill or judgment of the Licensor and given your own professional obligations it would be unreasonable for you to rely on any such skill or judgement.
For the avoidance of doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Statutory Consumer Guarantees Not Applicable. You acknowledge that since you are not being charged to use the Software and that both the Service enabled by the Software and the associated technical support services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, you are not a consumer for the purpose of the statutory consumer guarantee provisions of the Australian Consumer Law (ACL). (The full text of the ACL is set out in Schedule 2 of the Competition and Consumer Act 2010).

You further acknowledge that since You are not acquiring the service enabled by the Software as a “consumer” under the ACL, this transaction is not subject to the statutory consumer guarantee provisions.

6. LIMITATION OF LIABILITY

Nothing in this Agreement excludes, restricts or modifies the application of any legislation which by the law of any jurisdiction cannot be excluded, restricted or modified.
Subject to (a), above, to the maximum extent permitted by law, Billbe Australia excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Software or Website.

If You are not satisfied with the Software, Your sole and exclusive remedy is to stop using the Software.

7. TERMINATION

Breach. If You:
1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach;
2. become a bankrupt, whether as a result of a sequestration order or otherwise;
Billbe Australia may take any or all of the following actions, at its sole discretion:
1. Terminate this Agreement and Your use of the Software and the Website on the expiration of two (2) day’s notice in writing;
2. Suspend for any definite or indefinite period of time, Your use of the Software and the Website;
3. Suspend or terminate access to all or any Data;
4. Take any or all of the preceding actions in relation to Invited Users authorised by You to access to Your information or Data.
Accrued Rights. Termination of these terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will immediately cease to use the Services and the Website.
Termination by You. You may terminate this Agreement for any reason by giving seven (7) day’s notice to Billbe via the email address support@billbe.com.au.
Survival. Clauses concerning confidentiality and privacy survive the expiry or termination of these Terms.

8. TECHNICAL SUPPORT

Technical Problems. In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Billbe. If You still need technical help, please check the support provided online by on the Website or failing that email us at support@billbe.com.au. Technical Support will also be available, by telephone 0458 581 806 or +61 458 581 806, between the hours of 8.30am and 10pm AEST.
Service availability. Billbe envisages that the Software should be available 24 hours a day, seven days a week, save for those rare occasions when the Software or the Website is unavailable due to updates or maintenance. All such foreseeable interruptions (and the anticipated duration of the interruption) will be advertised on the Website, at least five (5) business days before they occur.

9. GENERAL

Entire agreement. These Terms and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Billbe Australia relating to the Software and the other matters dealt with in these terms.
Waiver. If either Party waives any breach of these terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays. Neither Party will be liable for any delay or failure in performance of its obligations under these terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment. You may not assign or transfer any rights to any other person without Billbe Australia’s prior written consent.
Governing law and jurisdiction. These terms are governed by the laws of New South Wales laws and You submit to the exclusive jurisdiction of the state courts of New South Wales for all disputes arising out of or in connection with this Agreement.
Severability. If any part or provision of these terms found by a court to be invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid the remaining provisions of this Agreement.
Notices. Any notice given under these terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Billbe must be sent to info@billbe.com.au or to any other email address notified by email to You by Billbe. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these terms.

BILLBE: CONTRACT FOR SERVICES (BETWEEN OMNIVETA AND BARRISTER) ("SERVICES CONTRACT")

This Services Contract is a legal agreement between you (referred to throughout as "Barrister" or "You") and Omniveta Finance Pty Ltd (ABN 78 160 834 579) of L7, 143 York Street, Sydney 2000 (Omniveta). Omniveta offers the following service:

For a commission of as little as 6%, and in exchange for taking an assignment of the Barrister’s right to be paid, Omniveta will pay 85% of the invoices selected by the Barrister within three (3) business days of the invoice being rendered on the client, with an additional 9% of the invoice payable in the event of timely payment by the client of the assigned debt (Payment Service).

By selecting "I accept" in the box marked below, You agree to be bound by the terms of this Services Contract.

1. Definitions

In this Services Contract the following words shall have the following meanings:

Barrister	Shall mean an Australian legal practitioner with a current and unrestricted practicing certificate issued by the New South Wales Bar Association.
Barrister Cancellation Notice	Means a written notice of no less than thirty (30) days terminating the Services Contract.
Barrister’s Invoice	Shall mean an invoice generated by the "Billbe" website based on itemised time entries that a Barrister records pursuant to a Costs Agreement between the Barrister and the Client and comprising a statement of the sum of money due to the Barrister from the Client in respect of the professional service provided by the Barrister.
Client	Means the solicitor or direct-access client responsible for briefing the Barrister.
Commission	Means the proportion of the Barrister’s invoice retained by Billbe as set out in Appendix 1 to this agreement.
Costs Agreement	Shall mean the agreement between a Barrister and a Client concerning costs that is governed by either the Legal Profession Act 2004 (NSW) (and subordinate legislation) or the Legal Profession Uniform Law 2015 (NSW) (and subordinate legislation).
Costs Legislation	Shall mean the Legal Profession Act 2004 (NSW) (and subordinate legislation) or the Legal Profession Uniform Law 2015 (NSW) (and subordinate legislation).
Customer	Shall mean the client of a solicitor.
Fees Clerk Services	Shall have the meaning set out in paragraph 2 of this Agreement.
Lesser Amount	Shall mean the amount, less than the face value of the Barrister’s Invoice, that the Client agrees to pay after challenging a Barrister’s Invoice.
Omniveta Cancellation Notice	Means a written notice of no less than 30 days terminating the Services Contract.
Services Contract	Shall mean this agreement which is conditional on the Barrister assigning the benefit of a Costs Agreement to Omniveta in respect of those Barrister’s Invoices that the Barrister selects for the Upfront Fees Clerk Service.

2. Fees Clerk Service

In consideration for the Barrister paying a Commission to Omniveta, Omniveta shall provide the following Fees Clerk Service to the Barrister.
The Fees Clerk Service involves the Barrister assigning the benefit of the Costs Agreement that underpins the Barrister’s Invoice referred to Billbe and entails Omniveta providing prompt payment of 85% of a Barrister’s Invoice within three (3) business days of the Client recognising the Barrister’s Invoice, with a further payment of up to 9% being paid to the Barrister within two (2) business days of the Client making a timely payment of the Barrister’s Invoice to Billbe (where “timely payment” means payment by the client according to the Barrister’s standard payment terms of thirty (30) days. Where the Client takes longer than 30 days to pay the Barrister’s Invoice to Omniveta, the size of the further payment is reduced in accordance with the sliding scale at Appendix 1). This service includes:
1. Performing a credit check in relation to the solicitor and Customer or the direct- access client, depending on the briefing structure;
2. Checking that the Costs Agreement between the Barrister and the Client appears to comply with the obvious requirements of the Costs Legislation;
3. Preparing a deed of assignment that provides for the Barrister to assign the benefit of his/her interest under the Costs Agreement to Omniveta in respect of Barrister Invoices that the Barrister refers to Billbe;
4. Providing the Barrister with the software to record time in an invoice on a client and matter basis;
5. Reviewing the Barrister’s Invoice for compliance with the underlying costs agreement;
6. Rendering the selected invoice on the Client and liaising with the Client to confirm that the Client recognises the Barrister’s Invoice;
7. Paying 85% of the face value of the Barrister’s Invoice within three (3) business days of the invoice being rendered on the Client, with an additional payment of up to 9% being paid within two (2) business days of the Client making a timely payment of the Barrister’s Invoice to Billbe; and
8. Liaising between the Barrister and the Client in the event of delays or disputes in relation to payment.
The Barrister acknowledges that Omniveta has no obligation to provide the Fees Clerk Services in those instances where:
1. As a result of an adverse credit check in respect of a Customer or a Client, Omniveta declines, in its discretion, to provide the Fees Clerk Services;
2. The Client disputes the Barrister’s Invoice upon being provided with a copy of the Barrister’s Invoice;
3. Subsequent to receipt of the Barrister’s Invoice the Client successfully challenges a Barrister’s Invoice; or
4. More than 120 days has passed since the last date on which work the subject of the Barrister’s Invoice was performed.

3. Repurchase of Barrister’s Invoice

In the event that the Client challenges the Barrister’s Invoice including, by disputing that the services were provided in the amount claimed or at all or by disputing liability for the invoice (including, on account of a defence, set-off or partial deduction) then:
1. Omniveta will promptly notify the Barrister of any notice from the Client disputing the Barrister’s Invoice or liability to pay such an invoice;
2. If the Client fails to pay Omniveta the amount of the Barrister’s Invoice within seven (7) days of the due date for payment then the Barrister:
  1. Hereby authorises Omniveta to negotiate and accept payment of a Lesser Amount than the amount owing under the Barrister’s Invoice;
  2. Agrees to pay Omniveta on demand the difference between the total (including GST) of the Barrister’s Invoice and the Lesser Amount.

4. Commission payable to the Fees Clerk

In consideration of the provision of the Fees Clerk Services in accordance with this Services Contract, Omniveta is entitled to a Commission calculated in accordance with Appendix 1 to this Services Contract.
Notwithstanding the Commissions, the Barrister acknowledges that because the Fees Clerk Service does not constitute a financial supply, the Barrister is responsible for one hundred per cent (100%) of the GST payable in respect of the invoices.

5. Term and Termination

This Services Contract commences with the Barrister accepting this agreement on the “Billbe” Website agreement and continues until termination by either one of the Parties.
The Barrister may terminate this Services Contract by providing Omniveta with written notice of no less than 30 days (Barrister Cancellation Notice), save that the Barrister’s Obligations (defined in clause 6, below) will continue in respect of all Barrister’s Invoices assigned to Omniveta prior to the date of the Barrister Cancellation Notice.
Omniveta may terminate this Services Contract by providing the Barrister with written notice of no less than 30 days (Omniveta Cancellation Notice), save that Omniveta’s Obligations (defined in clause 7 below) will continue in respect of all Barrister’s Invoices assigned to Omniveta prior to the date of the Omniveta Cancellation Notice.
In addition to 30 days written notice, Omniveta shall be entitled to terminate this Services Contract immediately by notice in writing to the Barrister if any of the following occur:
1. There is a breach of any of the Barrister’s Obligations and Warranties set out in clause 6 below;
2. The Barrister fails to pay any money due to Omniveta under this Services Contract;
3. The Barrister purports to terminate this Services Contract other than in accordance with clause 5b, above;
and in such a case Omniveta shall be entitled to hold a lien over all Barrister’s Invoices until such time as all Barrister’s Invoices have been paid to Omniveta.

6. Barrister’s Obligations and Warranties

To facilitate performance of the Fees Clerk Services, the Barrister shall:
1. Nominate to Omniveta the details of the Barrister’s bank account;
2. Provide Omnvieta with relevant details of the Client and all Costs Agreements associated with the relevant Clients, including revisions to the Costs Agreements;
3. Not engage any other fees clerk or a factoring company during the performance of this Services Contract;
4. Provide any additional information that Omniveta reasonably requires;
5. Undertake to use his/her best efforts to comply with the costs framework established by the relevant Costs Legislation;
6. Indicate to Omniveta any areas of disputation with the Client that may result in the Client disputing the Barrister’s Invoice;
7. Cooperate with Omniveta in the event that a client disputes the Barrister’s Invoice;
Further, the Barrister Irrevocably consents and authorises Omniveta to:
1. Obtain any necessary credit information in relation to a Client and/or a Customer;
2. Contact and communicate with the Client in relation to the Barrister’s Invoice;
3. Include a Notice of Assignment on the Barrister’s Invoice notifying the Client that the Barrister has assigned the benefit of the contract that the invoice relates to, to Omniveta Australia Invest Pty Ltd (ABN 78 160 834) (Omniveta Invest); and
4. Procure the registration, under the Personal Property Securities Act 2009 (Cth) of a security interest in the assigned Barrister’s Invoice in favour of Omniveta Invest.
Finally, the Barrister warrants to Omniveta that:
1. He/she is an Australian legal practitioner with a current and unrestricted practicing certificate issued by the New South Wales Bar Association;
2. The services the subject of the Barrister Invoice have been performed by the Barrister and are reasonable in amount;
3. The charges in the Barrister’s Invoice accord with the Costs Agreement for the relevant Client;
4. There is no existing dispute with the Client regarding the Barrister’s Invoice and the Barrister is not aware of any circumstances that might give rise to a dispute in relation to the Barrister’s Invoice;
5. The Barrister’s Invoice has not been re-date or re-aged and has not already been rejected by the Client;
6. The Barrister’s Invoice has not been assigned or encumbered in any way;
7. In the event that the Barrister receives a payment in respect of a Barrister’s Invoice, the Barrister shall:
  1. Promptly inform Omniveta that it has received the payment;
  2. Promptly pay to Omniveta the amount received; and
  3. Notify the Client in writing that the benefit of the Costs Agreement has been assigned to Omniveta in respect of those invoices selected for the Upfront Fees Clerk Service; and
8. She/he will immediately notify Omniveta should any of the preceding warranties become untrue or false.

7. Omniveta’s Obligations and Warranty

In consideration for the assignment of a Barrister’s invoice, Omniveta shall:
1. Use a credit agency to perform a credit check on the Client(s);
2. Pay the Barrister between 85% and 94% of the face value of the Barrister’s Invoice;
3. Liaise with the Client to confirm that the Client recognises the invoice and thereafter manage the recovery of the invoice (including interest) in a manner that is professional, courteous and sensitive and that complies with the "Debt Collection Guidelines" jointly produced by the Australian Competition and Consumer Commission and the Australian Securities and Investments Commission;
Further, Omniveta warrants to the Barrister that Omniveta has full power, authority and means to enter into and perform the Fees Clerk Services.

8. Barrister Indemnity

The Barrister indemnifies Omniveta against all losses, damages, expenses, liabilities, demands, actions, and costs suffered by or brought against Omniveta whether during the term of the Agreement or thereafter, in connection with or arising (directly or indirectly) from:
1. any breach by the Barrister of the obligations or warranties in clause 6, above; or
2. any instructions or information from the Barrister to Omniveta.

9. Confidentiality

Save for the purposes of conducting credit checks Omniveta undertakes not to disclose any information about the Barrister and/or the Barrister’s Clients to third parties.

10. Force Majeure

Neither Party shall have any liability under or be deemed to be in breach of this Agreement or any delays or failures in performance of this Services Contract which result from circumstances beyond the reasonable control of that party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

11. Entire Agreement

This Services Contract contains the whole agreement between the Parties in respect of the subject matter of the Services Contract and supersedes and replaces any prior written or oral agreements representations or understandings between them relating to such subject matter.
The Parties confirm that they have not entered into this Services Contract on the basis of any representation that is not expressly incorporated into this Services Contract.

12. Non-Waiver

No delay or omission to exercise any right, power or remedy by Omniveta pursuant to the Services Contract or otherwise shall operate as a waiver of, or acquiescence in, any continuing breach or similar breach or default and nor shall any single or partial exercise of any right power or remedy preclude any further exercise of the right power or remedy.
The rights and remedies provided in this Services Contract are cumulative and not exclusive of any rights and remedies provided by law.

13. Severance

If any provision of this Services Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Services Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of this Services Contract.

14. Notices

A notice or other communication connected with this Services Contract has no legal effect unless it is in writing addressed to the addresses set out in this Services Contract.

15. Law and jurisdiction

This Services Contract takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in the state of New South Wales in the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

Appendix 1 - Commissions

Commissions Payable to Omniveta for the Fees Clerk Service**

Commission in % - full payment by Client within 30 days	6%	Of total invoice amount (inc. GST)
Commission in % - full payment by Client within 60 days	8%	Of total invoice amount (inc. GST)
Commission in % - full payment by Client within 90 days	10%	Of total invoice amount (inc. GST)
Commission in % - full payment by Client within 120 days	15%	Of total invoice amount (inc. GST)

** Subject to the Commission not falling below 6%, commissions are subject to a volume reduction where invoices selected for the Fees Clerk Service in the 90 day period preceding or surrounding the rendering of the invoice equal or exceed the following amounts:

Reduction in % -> $45,000 (exc. GST) in invoices referred	3%	Of standard commission
Reduction in % -> $60,000 (exc. GST) in invoices referred	5%	Of standard commission
Reduction in % -> $75,000 (exc. GST) in invoices referred	7%	Of standard commission

ASSIGNMENT OF A BENEFIT UNDER A CONTRACT

This Deed is made by and between:

[insert name of barrister] of [insert address] (Barrister)

and

Omniveta Australia Invest Pty Ltd (ABN 12 160 834 677) of L7, 143 York Street, Sydney 2000 (Omniveta)

RECITALS

The Barrister provides professional services to clients pursuant to costs agreements with such clients (Client Costs Agreements).
Subject to the terms of Client Costs Agreements, clients become indebted to the Barrister in respect of the professional services that the Barrister provides to the client. Such indebtedness is recorded in an invoice from the Barrister to the Client.
Omniveta provides fees clerk services to Barristers pursuant to a services contract between the Barrister and Omniveta (Services Contract).
In respect of specific invoices selected by the Barrister (Selected Invoices) and subject to the Services Contract, Omniveta makes an initial payment to the Barrister of 85% of the face value of the Selected Invoice within three (3) business days of the invoice being recognised by the client, with a further payment of up to 9% being paid to the Barrister within two (2) business days of the client paying 100% of the assigned debt within the standard barrister’s payment terms of thirty (30) days (with the size of the further payment reducing depending on the extent to which the Client takes longer than 30 days to pay). The balance of the invoice after payments to the Barrister is paid to Omniveta as a commission.
In accordance with the Services Contract, the Barrister agrees to assign to Omniveta the benefit of those costs agreements to which the Selected Invoices relate, save that the assignment is limited to the amount of the Selected Invoice.

Operative Provisions

In consideration for the provision by Omniveta of fees clerk services, and in accordance with the Services Contract between the Barrister and Omniveta, the Barrister, as the beneficial owner of the benefits accruing to the Barrister under the Client Costs Agreements, assigns to Omniveta absolutely all of the Barrister’s right, title and interest to the benefits of those Costs Agreements that underpin the Selected Invoices.
The Barrister covenants with Omniveta (and its successors and assigns) as follows:
1. The Barrister will do all things reasonably required to ensure that Client Costs Agreements comply with applicable legislation and are otherwise enforceable;
2. The Barrister has the full power to assign the benefit of Client Costs Agreements to Omniveta;
3. The assignment of the benefits of Client Costs Agreements in accordance with the terms of this deed is taken by Omniveta (and its successors and assigns) free and clear of any mortgages, pledges liens, charges, security interests or other encumbrances or claims or absolute or defeasible interests of any other person;
4. The Barrister will do all things, including, the execution of all such documents, as may reasonably be required by Omniveta to give effect to the assignment contemplated by this deed.
The Barrister, for valuable consideration (the receipt of which is acknowledged) irrevocably appoints Omniveta as the attorney of the Barrister in the name of the Barrister to:
1. Demand, sue for, receive and give effectual discharges for the benefit of those Client Costs Agreements that relate to Selected Invoices; and
2. Conduct any legal proceedings in relation to the benefits of those Client Costs Agreements albeit only insofar as such agreements relate to Selected Invoices.
This deed is governed by and construed in accordance with the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of its courts.

Executed as a Deed.

SIGNED SEALED & DELIVERED by

[INSERT BARRISTER NAME __________________________], Assignor __________________________

in the presence of: (signature of witness)

__________________________

EXECUTED FOR AND ON BEHALF OF OMNIVETA, Assignee

in accordance with s 127 of the Corporations Act 2001

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