Terms and Conditions

September 1, 2025

1. Definitions and interpretation

This Agreement includes these agreement provisions, the Onwards Service Agreement which include the Agreement Particulars, Key information and may from time to time incorporate other key terms of your Onwards service.

1.2 In this Agreement:

  • All terms used in the Onwards Service Agreement are incorporated into this Agreement.
  • “Client” means a current or prospective client of the Firm, who has retained the Firm to act on their behalf including by entering a cost agreement or similar with the Firm, or is contemplating doing so;
  • “Commencement Date” means the later date of signature of the Services Agreement by each party to the Services Agreement; 
  • “Dashboard Application” means the Onwards dashboard web application; 
  • “Embed Code” means code provided to the Firm by Onwards which, when properly implemented on the Firm’s website or in a communication to a person, will provide the person with access to the Service; 
  • “Fees” means all fees payable to Onwards by the Firm under this Agreement, including, but not limited to, the Onboarding Fee, the Per Client Service Fee, and Modification Fees, where applicable; 
  • “Firm Materials” means the materials provided by the Firm to Onwards for the purposes of skinning the Dashboard Application for the Firm and customising the Onwards service for the Firm, being the Firm’s trade marks, business names, logos, photographs, graphics, colour schemes, precedent documents, brochures, and rate sheets, and excluding any amendments to the Dashboard Application or modifications to the Dashboard Application under clause 5; 
  • “Force Majeure Event” means inclement weather, industrial action, fire, flood, natural disaster or any other cause beyond the control of Onwards; 
  • “Intellectual Property Rights” means all intellectual property rights of whatever nature and however they arise throughout the world, including rights in respect of or in connection with copyright, inventions (including patents), designs, trade marks, service marks, trade names, goodwill, confidential information, trade secrets, and know-how and similar industrial, commercial and intellectual property rights, licences, whether or not registered or registrable, and including in all cases the right to apply for the registration of such rights and all associated rights of use;  
  • “Jurisdiction” means Victoria, Australia;
  • “Modification Fee” means the fee set out in Clause 5.5; 
  • “Modification Request” has the meaning given in Clause 5.1; 
  • “Onboarding Fee” means the fee payable by the Firm to Onwards, as set out in the Onwards Service Agreement, in consideration for Onwards establishing an integration with the Firm’s email and video and phone systems, modifying the Dashboard Application with the Firm’s name, logo, and imagery. The Onboarding Fee does not cover changes to the Dashboard Application; 
  • “Privacy Law” means all applicable laws relating to the collection, use, processing and storage of data, including personal information, in the Jurisdiction. This may include the General Data Protection Regulation (GDPR) (Europe), Privacy 
  • Act 1988 (Australia/New Zealand), the Personal Information Protection and Electronic Documents Act 2000 (Canada), and the Data Protection Act 2018 (UK). 
  • “Service” means the Onwards service as set out in Clause 3; 
  • “Service Fee” means the fee payable by the Firm to Onwards in consideration of the right to access the Service as set out in clause 3 and the Agreement Particulars; 
  • “Onwards Servers” means servers operated for or by Onwards; 
  • “Tax” means a tax, duty, levy, charge or deduction imposed by or under relevant legislation of the Jurisdiction; 
  • “Term” means the term of this Agreement as set out in the Agreement Particulars; 
  • “Unit” means a single whole unit of the local currency of the Jurisdiction (e.g. dollar/pound/euro) “User” means a person employed or engaged by the Firm who accesses the Dashboard Application;

1.3 In this Agreement, unless the context otherwise requires:

  • a reference to natural person includes a corporation, partnership, government body or any other legal entity; 
  • where the day on or by which any act matter or thing is to be done is a Saturday, Sunday or public holiday celebrated in Melbourne, Australia or the Jurisdiction, such act matter or thing may be done on the next day which is not a Saturday, Sunday or public holiday celebrated in Melbourne, Australia or Jurisdiction; and  
  • ‘include’ and similar expressions are not words of limitation.

2. Term

2.1 This Agreement commences on the Commencement Date and will remain in force for the duration of the Term, unless terminated earlier in accordance with this Agreement.

3. The Service

3.1 In consideration of the payment of the Fees by the Firm and subject to the terms of this Agreement, Onwards will, during the Term: provide access to the Dashboard Application for Clients.

3.2 To facilitate the provision of the Service, Onwards will: 

  1. integrate with the Firm’s existing email, MS Teams or Zoom and telephone system and any other system that is necessary to enable Onwards to perform the Service;
  2. provide the Firm with the “Embed Code” for the Firm’s website; 
  3. provide the Firm with brochures, welcome pack materials, and other materials that the Firm may use to inform their Clients about Onwards; and
  4. create a unique instance of the Dashboard Application for the Firm on Onwards Servers.

4. Training, Maintenance & Support

4.1 Onwards will provide the Firm with reasonable training. 

4.2 Onwards will provide the Firm with the Maintenance and Support Service set out in the Key Information. 

4.3 Onwards may upgrade, or implement bug fixes or corrections to the Dashboard Application from time to time during the Term. The Firm acknowledges that the Dashboard Application may be temporarily unavailable to Clients while such upgrades, fixes or corrections take place. Onwards will use all reasonable efforts to ensure that unavailability of the Dashboard Application arising out of such upgrades, fixes and corrections is kept to a minimum.

5. Dashboard Application Modifications

5.1 In addition to the modifications covered by the Onboarding Fee, the Firm may request further modifications to the Dashboard Application from time to time during the Term (each a “Modification Request”). 

5.2 Modification Requests must be made in writing, setting out the specific wording or additional functionality requested to be incorporated into the Dashboard Application. 

5.3 Onwards may agree to make the modifications set out in a Modification Request in its absolute discretion. 

5.4 In the event that Onwards agrees to make the modifications set out in a Modification Request, Onwards will provide the Firm with a written quote and timeline for the completion of the modifications, which quote may be accepted by the Firm within 5 business days of receipt. Quotes are normally prepared on a time and materials basis, at a rate of $350 per hour. 

5.5 Upon receipt of acceptance of the quote, Onwards will issue an invoice for the amount set out in the quote (the “Modification Fee”) and upon receipt of the Modification Fee will commence work on the modification. 

5.6 For the avoidance of doubt, all modifications made by Onwards in connection with a Modification Request will be owned by Onwards in accordance with Clause 7.1 below.

6. Firm Obligations

6.1 The Firm agrees that it will: 

  1. only utilise the Embed Code on the Firm’s website or in communications to prospective Clients in accordance with the reasonable instructions given by Onwards from time to time; 
  2. provide Onwards with the Firm Materials and instructions to enable Onwards to comply with its obligations under clause 3.2(b) above; 
  3. pay the Fees in accordance with the terms of this Agreement; 
  4. comply with all applicable laws, including Privacy Laws; 
  5. notify each of the  Clients about Onwards’ services by establishing systems to ensure that invites are provided to Clients;
  6. not attempt to access, modify, reverse engineer, decompile or otherwise attempt to obtain the source code of the Dashboard Application via any means (except to the extent that source code is necessarily downloaded and run as part of a web browser’s normal operation); and 
  7. notify Onwards as soon as reasonably practicable if it discovers any bugs or errors in the Dashboard Application. 

6.2 The Firm acknowledges that it will not be provided with a copy of the Dashboard Application nor any source code and that nothing in this Agreement grants the Firm any rights in the Dashboard Application or the Service other than those expressly set out herein. 

7. Intellectual Property 

7.1 Subject to clause 7.5, the Firm acknowledges and agrees that all right, title and interest (including Intellectual Property Rights) in the Dashboard Application, the Embed Code, all materials provided by Onwards to the Firm, and all materials created by Onwards under this Agreement (including any modifications, adaptations and amendments of any of the foregoing unless agreed otherwise in writing) will remain with Onwards worldwide and in perpetuity and the Firm does not acquire any right, title or interest in the Dashboard Application. To the extent that the Firm at any time owns or controls any rights in any of the foregoing the Firm hereby assigns all such rights to Onwards worldwide and in perpetuity, including as a present assignment of future copyright. 

7.2 The Firm will execute any documents reasonably required by Onwards to fully secure its ownership of the rights set out in Clause 7.1 above.  

7.3 The Firm warrants that the use of works, material or content it provides to Onwards in connection with the provision of the Services will not infringe the rights (including copyright) of any third party.  

7.4 The Firm consents to Onwards using the Firm Materials and any amendments to the Dashboard Application without attributing a particular author, provided the use is in connection with the performance of Onwards’ obligations under this Agreement. The Firm warrants that it has obtained appropriate consents from all relevant persons to the extent this may be required. 

7.5 Onwards acknowledges that all right, title and interest (including Intellectual Property Rights) in and to the Firm Materials is owned by the Firm and nothing in this Agreement will operate to transfer title in the Firm Materials.  

7.6 The Firm grants Onwards a non-exclusive, non-transferable, royalty-free licence during the Term to use the Firm Materials solely for the purpose of fulfilling its obligations under this Agreement.  

7.7 Onwards grants the Firm a perpetual, irrevocable, worldwide, royalty-free licence to use all outputs validly obtained from the Dashboard Application, for the purposes of operating a law firm, and providing legal services to Clients.  

8. Data and Access 

  1. The Firm acknowledges that all data collection and processing will occur on Onwards Servers. 
  2. Within 7 days of signing the Services Agreement, the Firm will provide Onwards with the necessary logins and permissions to enable Onwards to set up such integration with the Firm’s systems necessary for it to perform the Service;

8.3 Onwards will source data from the Firm’s email, practice management and other systems and does not warrant the accuracy of any information provided to the Firm and any use of information by the Firm will be at the Firm’s sole risk and liability. 

8.4 Each party agrees that it will comply with the Privacy Law. 

8.5 In accordance with Clients’ rights under the Privacy Law, the Firm acknowledges and agrees that the terms of use for the Dashboard Application, as between Onwards and the Clients, will entitle Onwards to:  

  1. provide individual Clients with a copy of their information, if requested. 
  2. use Clients’ information for the purposes of: 
  1. providing the Service to the Firm and to the Client, including providing support services and troubleshooting assistance; and 
  2. analysing, evaluating and improving the overall functioning of the Dashboard Application, and improving the service for Onwards’ firm partners and their clients. 
  3. use desensitised information (being User Files with personal or identifying information removed) for the purposes of research and to market Onwards’s services and future products.  

8.6 Onwards will not provide, sell, or licence User Files to unrelated third parties, except as directed by the User or the Firm at the User’s express direction. 

8.7 Onwards will own any metadata arising from the use of the Dashboard Application. Metadata means information and records about how and when the Dashboard Application is used. For the avoidance of doubt, metadata includes information such as the fact that a User accessed the Dashboard Application, the time at which they accessed it, and how long they spent on it. 

8.8 Onwards will ensure that the terms of use for the Dashboard Application as between Onwards and the User are consistent with this Agreement.  

9. Confidentiality 

9.1 Each party agrees that it will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of the other party to any other person, except to its advisors or as it may be required to do so by law. 

9.2 Each party may use the other party’s name and (subject to reasonable usage guidelines) logo in connection with communicating that the Firm has engaged Onwards to provide the Service. 

10. Payments 

10.1 In consideration of the provision of the Services in accordance with this Agreement, the Firm will pay the Fees to Onwards in accordance with the terms of the Onwards Service Agreement. 

10.2 All amounts payable by the Firm under this Agreement are exclusive of Tax, which shall be paid in addition to any amount specified as payable.  

10.5 The Fees will be paid by the Firm via electronic transfer to an account nominated by Onwards within 30 days of receipt of a validly constituted tax invoice. 

11. Force Majeure 

11.1 Onwards may suspend this Agreement in respect of any period where the Service cannot be usefully provided due to any Force Majeure Event. The Firm will not be liable to make any payments in respect of the suspension period, but payments will recommence at the resumption of the Service. Either party may terminate this Agreement where suspension under this clause persists for a period in excess of one calendar month. 

12. Termination 

12.1 Either party may terminate this Agreement immediately if the other party:  

  1. becomes, or threatens or resolves to become, subject to any form of insolvency administration;  
  2. where the other party is a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; 
  3. breaches any term of this Agreement which is capable of remedy and, having been given 20 business days’ notice in writing to rectify that breach, fails to do so; or 
  4. breaches any term of this Agreement which is not capable of remedy. 

12.2 Upon termination of this Agreement, each party will remain entitled to all rights accrued up to the date of termination pursuant to this Agreement. 

12.3 Upon termination of this Agreement: 

  1. Onwards will immediately cease to provide the Firm with access to the Service; 
  2. Clients will no longer be given access to the Dashboard Application; and 
  3. the Firm’s Clients will be notified that Onwards will no longer be able to assist them.

13. Dispute Resolution 

13.1 If a dispute arises in relation to or out of this Agreement, the parties must endeavour in good faith to settle the dispute in accordance with this Clause 13. A party must not commence any legal proceedings relating to a dispute unless it has complied with the provisions of this Clause except where a party seeks urgent injunctive relief or the dispute relates to compliance with this clause. 

13.2 A party claiming that a dispute has arisen must immediately notify the other party in writing, setting out the basis of the dispute and that party’s proposed resolution. If the dispute is not resolved by the parties within 10 business days of notice of the dispute being given, then the parties agree to attempt to settle the dispute via mediation utilising an independent mediator appointed by agreement of the parties. In the event that the parties cannot agree on appointment of the mediator a mediator will be appointed by the President of the Law Society of the Jurisdiction or that person’s designated representative. The costs of such mediation will be shared equally between the parties. 

13.3 In the event that the parties are unable to resolve the dispute via a good faith attempt at mediation either party may institute legal proceedings without further notice and take such other action as they are entitled to under this Agreement. 

14. Liability and Indemnity  

14.1 Subject to the remainder of this clause 14, the Firm hereby indemnifies and will keep indemnified Onwards, and the officers, employees and agents of Onwards against any action, suit, claim, demand, cost or expense arising directly out of a breach by the Firm of this Agreement. 

14.2 At no time will either party be liable to the other for any special, incidental, consequential or indirect damage or loss, nor for any loss of profits or goodwill, loss of contracts, loss of future opportunity, or loss from business interruption whether arising directly or indirectly out of a breach of this Agreement. 

14.3 The Firm’s total aggregate liability to Onwards under or in connection with this Agreement, over and above the Fees payable under clause 10, will not exceed the total amount of Fees paid or payable by the Firm to Onwards in the 12 month period immediately preceding the date on which the act or omission giving rise to the Firm’s liability to Onwards occurred.  

14.4 Onwards’ total aggregate liability to the Firm under or in connection with this Agreement will not exceed the total amount of Fees paid by the Firm to Onwards in the 12-month period immediately preceding the date on which the act or omission giving rise to Onwards’ liability to the Firm occurred.  

14.5 Onwards does not guarantee or warrant that Clients of the Firm will pay the invoices issued to them on account of their legal costs and disbursements. Onwards assumes no liability for or in connection to the payment of those fees.

15. Miscellaneous  

15.1 The Training Service includes demonstrations and trainings on use of the Dashboard Application, and training on AI. The first 10 hours of training each year are free. Following that, training is charged at an hourly rate of $350. 

15.3 Onwards will fix bugs in the Dashboard Application and perform other maintenance at no cost. Onwards will also provide free technical support (within reason) by email and online support to Clients. 

16. General 

16.1 This Agreement constitutes the entire agreement between the parties relating to the provision of the Services and cannot be altered except in writing signed by both parties.  

16.2 The parties enter this Agreement as independent contractors and not as employer and employee, partners or joint venturers, or in any other capacity. 

16.3 The warranties, indemnities and obligations of confidentiality contained in this Agreement are continuing obligations and will survive the termination or conclusion of this Agreement. 

16.4 Neither party may assign this Agreement and/or any of its rights under this Agreement to any person without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. 

16.5 Any provision of this Agreement which is or becomes unenforceable in any jurisdiction will be ineffective without invalidating any other provision of this Agreement, and such unenforceability will not invalidate that provision in any other jurisdiction. 

16.6 This Agreement may be executed by any number of counterparts and those counterparts taken together form one instrument. This Agreement will not be deemed effective until it has been executed by all proposed parties to it. Delivery of a signed counterpart of this Agreement by facsimile or other electronic means (including PDF) will be effective as delivery of a manually executed counterpart of this Agreement.  

16.7 This Agreement will be governed by and construed in accordance with the laws of the Jurisdiction and the parties submit to the exclusive jurisdiction of the courts of the Jurisdiction.

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