These terms and conditions continue to apply for all services for which we are or may, in the future, be engaged, unless otherwise agreed in writing or otherwise required by law. These terms and conditions, together with our associated service proposal, form the entire agreement between us relating to the services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.
Your disclosure and record keeping obligations
You are required by law to keep full and accurate records relating to your tax affairs. It is your obligation to provide us with all information that you reasonably expect will be necessary to allow us to perform work contemplated under this engagement within a timely manner or as requested. This includes providing accurate and complete responses to questions asked of you by us within five business days. Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees.
We will not verify the underlying accuracy or completeness of information you provide to us. You are also required to advise us on a timely basis if there are any changes to your circumstances that may be relevant to the performance of our services. Specifically, if any subsequent event results in the information you provided to us being inaccurate, incomplete or misleading, then you are obliged to advise us as soon as possible. We take no responsibility to the extent that our advice is inaccurate, incomplete or misleading because it is based on inaccurate, incomplete or misleading information being provided to us.
You will be taken to have agreed that the performance of our services is dependent on the performance of your obligations relating to disclosure and record keeping. The Taxation Administration Act 1953 contains specific provisions that may provide you with “safe harbours” from administrative penalties for incorrect or late lodgement of returns if, amongst other things, you give us “all relevant taxation information” in a timely manner (the safe harbour provisions apply from 1 March 2010). Accordingly, it is to your advantage that all relevant information is disclosed to us as any failure by you to provide this information may affect your ability to rely on the “safe harbour” provisions and will be taken into account in determining the extent to which we have discharged our obligations to you.
You are also required to advise us if you become aware of any conflict of interest or potential conflict of interest. Generally, a conflict of interest is any event which may result in us becoming unable to remain objective in the performance of our services to you. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during this engagement are changes to your business circumstances, events affecting your family (eg. death and/or marriage breakdown) or a legal action commencing against you.
Your rights and obligations under the taxation laws
You have certain rights under the taxation laws, including the right to seek a private ruling from the Australian Taxation Office (ATO) or to appeal or object against a decision made by the Commissioner. As relevant, we will provide further information to you concerning your rights under the Australian taxation laws during the conduct of the engagement contemplated in our engagement proposal.
You also have certain obligations under the Australian taxation laws, such as the obligation to keep proper records and the obligation to lodge returns by the due date. As part of our services, we will keep you informed of any specific rights and obligations that may arise for you under the Australian taxation laws.
Our obligation to comply with the law
We have a duty to act in your best interests. However, the duty to act in your best interests is subject to an overriding obligation to comply with the law even if that may require us to act in a manner that may be contrary to your interests. For example, we could not lodge an income tax return for you that we knew to be false in a material respect.
We also have an obligation to ensure that we manage conflicts of interest as they arise. In this regard, we have arrangements in place to ensure that we manage potential or actual conflicts of interest. The effective operation of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
Our advice and/or services will be based on Australian taxation law in force at the date of the provision of the advice and/or services. It is your responsibility to seek updated advice if you intend to rely on our advice at a later stage. We note that Australian taxation laws are often subject to frequent change and our advice will not be updated unless specifically requested by you at the time of the change in law or announced change in law.
You shall assign a qualified person to oversee the services. You are responsible for all management decisions relating to the services, the use or implementation of the output of the services and for determining whether the services are appropriate for your purposes. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the services.
To the best of your knowledge, all information provided by you or on your behalf will be accurate and complete in all material respects, and will not infringe any copyright or other third-party rights, and will rely on such information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it. You shall be responsible for your personnel’s compliance with your obligations under these standard terms and conditions.
Our relationship with you
We will perform the services using reasonable skill and care. We will provide the services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other. We will not assume any management responsibilities in connection with the services. We will not be responsible for the use or implementation of the output of the services.
Payment of our Fees
Time for payment is set out in our service proposal. If payment of any invoice is not received within this period, we reserve the right to charge interest at a commercial rate per annum on the outstanding fees after the due date of our invoice. Where our fees are not paid in accordance with our service proposal, we may suspend provision of all services until all sums due are paid in full.
Procedures & Opinion
Our procedures use accounting expertise to collect, classify and summarise the financial information, which you provide into a financial report. Our procedures will not include verification or validation procedures. No audit or review will be performed on the accounts or tax returns prepared and accordingly no assurance will be expressed. Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you or any such matters that may come to our attention. Our engagement will be conducted in accordance with the relevant standards and ethical requirements of The Institute of Chartered Accountants in Australia.
Any information, advice, recommendations or other content of any reports, presentations or other communications we provide, other than client information, are for your internal use only (consistent with the purpose of the particular services). You may not disclose a report or any portion or summary of a report, or refer to us to other other business in connection with the services except:
to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the services,
to the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify us),
to other persons (including your affiliates) with our prior written consent, who have executed our access letter, who may then use it as we have specified in our consent, or
If you are permitted to disclose a report or portion thereof, you shall not alter, edit or modify it from the form we provided. You shall inform those to whom you disclose a report that they may not rely on it for any purpose without our prior written consent. You may not rely on any draft report. We shall not be required to update any final report for circumstances of which we become aware, or events occurring, after its delivery.
We will not disclose any information relating to your affairs to any third party without your consent, unless required by law. You may provide us with permission to disclose your confidential information in certain circumstances, or place conditions on the disclosure of certain confidential information. If you do so, we will have permission to disclose the relevant information accordingly, in the performance of our services, unless you instruct us otherwise in writing.
Intellectual property rights
We may use data, software, designs, utilities, tools, models, systems and other methodologies and know- how (‘materials”) that we own or license in performing the services. Notwithstanding the delivery of any reports, we retain all intellectual property rights in the materials including any improvements or knowledge developed while performing the services, and ownership of any working papers compiled in connection with the services (but not client information reflected in them). Upon payment for the services, you may use any materials included in the reports, as well as the reports themselves as permitted by these standard terms and conditions.
Ownership of documents
All original documents obtained from you arising from this engagement will remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records. Our engagement will result in the production of output documents of the engagement including, if applicable, electronic documents or files, which will be supplied to you, such as income tax returns or financial statements. Ownership of these documents will vest in you. All other documents produced by us in respect of this engagement will remain our property. We have a policy of exploring a legal right of lien over any of your documents in our possession in the event of a dispute between us.
Governing law and disputes
Our engagement shall be governed by and interpreted in accordance with the laws of the State of Queensland and the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement and any matter arising from it.
Unless a retainer arrangement has been agreed between the parties, either party may terminate the engagement if the other party fails to remedy a material breach of the terms and conditions within 30 days of written notice of a breach. If the contract is terminated prior to the completion of the engagement, Brett Wignall shall be entitled to be paid for work that has been completed or costs incurred based on the standard fees for the work completed to date.
On payment of all outstanding fees in full including those raised at termination of the engagement then all documents of yours held by us will be returned. Where a retainer arrangement has been entered into, the arrangement cannot be cancelled for the expiration of the period agreed as part of the retainer arrangement.
As required by the Institute of Chartered Accountants, we have also established dispute resolution processes, details of which are available on request.
Limitation of liability
We will use reasonable skill and care in the provision of our services. To the extent permitted by law, we exclude all warranties, conditions and terms, other than those expressly set out in these terms and conditions including, but not limited to, all warranties, conditions or terms implied in fact or by law. Nothing in these terms and conditions has the effect of excluding, restricting or modifying any non- excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the Trade Practices Act 1974 (Cth) (or any other Act).
Our liability may be limited by a scheme approved under Professional Standards Legislation. Further information on schemes is available from the Professional Standards Council via their website at www.professionalstandardscouncil.gov.au
Limitation of remedy
In all instances, other than as expressly set out in these terms and conditions, the total aggregate liability of Brett Wignall to any client for loss or damage (including indirect and consequential loss or damage), caused by, resulting from, or in relation to the services, including whether from breach of contract, negligence, or any other tort, in equity or otherwise, and whether or or not Brett Wignall was advised of the possibility of such loss or damage, is limited (to the extend permitted by law) to an amount equal to ten times the fees paid by the client to Brett Wignall in respect of the services.
Neither you nor we shall be liable for beach of our service proposal and these accompanying standard terms and conditions (other than payment obligations) caused by circumstances beyond your or our reasonable control.
These standard terms and conditions and the accompanying service proposal constitute our entire Agreement between us as to the services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
If there is any inconsistency between the provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise):
the Cover Letter,
the applicable Service Proposal attached to these Standard Terms and Conditions,
these Standard Terms and Conditions,
other annexes to this Agreement.
Neither of us may assign any of our rights, obligations or claims under this Agreement.
Both of us may execute this Agreement by electronic means. Both of us must agree in writing to modify this Agreement.
You represent that the person signing this Agreement on your behalf is expressly authorised to execute it and to bind you and any or your affiliates or others for whom the services are performed to its terms.