Purpose of the Engagement
We agree to be available when you need us, willing to listen and quick to respond - at no extra cost to you. Quick telephone calls and brief email reminders and replies are FREE.
We have agreed to perform the following services:
- General accounting, record keeping services and financial information compilation in accordance with accounting standard APES 315 (Compilation of Financial Information)
- Corporate secretarial services
- Taxation services, return preparation, planning and legislative advice in accordance with accounting standard APES 220 (Taxation Services)
- Business planning and development advisory services
- Any further professional services provided by AdviceCo. as requested from time to time by "the Clients"
- Specialised Financial Planning Consulting Services as required
(service or services)
Where any service is to be provided, other than in accordance with an hourly rate, the fee arrangement will be advised to you separately in writing, prior to the commencement of the engagement.
Price and Payment Terms
Our fees are based on the time required to complete your work plus any direct out of pocket expenses. The hourly rates vary depending upon the level of experience of the team member involved.
Our current hourly rates are listed below (exclusive of GST). These rates are reviewed regularly and may increase over time, to reflect current professional rates.
- Partner - $400
- Managers - $275
- Seniors - $200
- Intermediates - $150
- Juniors - $100
Professional Specialist Consulting Fees covering Financial Planning, Superannuation, Wealth Protection, Investing, Shares and Managed Funds are charged at an hourly rate of $200 (exclusive of GST).
Where any service is to be provided, other than in accordance with this hourly rate, the fee arrangement will be advised to you separately in writing, prior to the commencement of the engagement.
The actual fees and rates charged by us reflect the seniority, expertise and experience of the persons involved, as well as factors such as the time frame in which our services are to be carried out, the particular nature of our services and the complexity and risks of the matter. Our Invoices contain full details of the services performed.
Invoices are issued at the completion of an assignment, or on a monthly basis as the assignment proceeds, or prior to the commencement of the assignment. Monthly invoices when issued for work in progress will be accounted to you in detail at the conclusion of the project.
All rates, charges, expenses etc. in this Agreement are Goods and Services Tax ("GST") exclusive unless otherwise stated.
Each invoice will be a complying Tax Invoice for GST purpose. Any expenses incurred by us on your behalf will be incurred by us as your agent for GST purposes.
To begin an engagement with us, you may be required to make an initial payment commitment, which will be held as a credit on your account and will be applied to invoice(s) as raised. Any remaining credit will be refunded to you on termination of this Agreement.
You agree that notwithstanding the date of this Agreement, we will charge you professional fees in accordance with this Agreement from the date that you first provided instructions to us.
We can receive instructions from any of the Clients individually and these shall be taken as the joint instructions of all Clients. We will not seek verification from all Clients.
We do not charge for minor expenses such as photocopying, faxes, scanning etc. Where material expenses (e.g. Search fees, expert reports, filing fees, new company fees etc.) are incurred by AdviceCo. on your behalf, we will ask you to reimburse us, provide funds in advance or to make a direct payment covering the expense depending on the urgency, size or efficiency of the incurred cost. Accordingly, we require payment from you within 14 days.
Our payment terms are:
Payment due in full no later than 14 days from issue of Invoice. If an invoice is not paid within 14 days, we shall charge you interest on the amount outstanding at the rate prescribed by section 101 of the Civil Procedure Act 2005
Payment in full must be made before we lodge your Tax Returns with the ATO, or an approved written repayment arrangement agreed prior to lodgement.
In the event of you being in default of your obligation to pay us within the above payment terms, and the overdue Invoice(s) are then referred to a debt collection agency and/or law firm for collection and we are charged commission and/or disbursements and/or legal fees, you agree that you will be liable to pay as a liquidated debt to us any commission, disbursements and legal fees payable by AdviceCo.
Pursuant to professional practice our policy is to discontinue accounting services to Clients whose account remains unpaid for more than 60 days. Failure to settle an amount by the due date may result in the suspension of support services and commencement of legal action for recovery.
All professional services are provided to you on the basis that the Clients are personally liable for all services provided to the Clients or any associated entity or person.
We reserve the right to retain and claim a lien over all your files and records pending payment of any outstanding Tax Invoice issued by us for the provision of services to you.
Scope of our Services
We will provide the above services which will be conducted in accordance with the relevant professional and ethical standards issued by the Accounting Professional & Ethical Standards Board Limited (APESB). The extent of our procedures will be limited exclusively for this purpose. As a result, no audit or review will be performed 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 of any such matters that come to our attention.
Any reports will be prepared for distribution to you and we disclaim any assumption of responsibility for any reliance on our report to any person other than you, and for any purpose other than for which it was prepared.
Compilation of financial information will be prepared in accordance with APES 315 pursuant to which you have the following overall responsibilities that are fundamental to our undertaking the compilation engagement, responsibility for:
- the financial statements and the preparation and presentation thereof in accordance with a financial reporting framework that is acceptable in view of the intended use of the financial statements and the intended users;
- the accuracy and completeness of the records, documents, explanations and other information you provide to us for the purpose of compiling the financial statements.; and
- the judgements needed in the preparation and presentation of the financial statements, including those for which we may provide assistance in the course of the compilation engagement.
Provision of taxation services is in accordance with APES 220 pursuant to which you will have the following overall responsibilities that are fundamental to our undertaking the engagement:
- the responsibility for the accuracy and completeness of the particulars and information provided by you rests with you;
- any advice given to you is only an opinion based on our knowledge of your particular circumstances; and
- a taxpayer has obligations under self-assessment to keep full and proper records in order to facilitate the preparation of accurate returns.
In this clause 5:
Consequential Loss means any loss or damage which is indirect, consequential, special, punitive, exemplary or incidental, including but not limited to any loss of profit, revenue, anticipated savings or business opportunity, or damage to goodwill however caused or arising as a result of the performance of the services or in connection with this Agreement.
- To the extent permitted by law, we disclaim all warranties, either express implied in relation to the services other than any written warranty made in this agreement.
- Our liability is limited by a scheme approved under the Professional Standards Legislation (other than for the acts or omissions of Australian financial services licensees). Further information on the scheme is available from the Professional Standards Councils website: www.professionalstandardscouncil.gov.au.
- In any case, we will be liable to you only for that proportion of the total loss that we have caused or to which we have contributed.
- We will not be liable for any loss, or failure to provide the services, which is caused by an unexpected delay or which arises as a result of us relying on any false, misleading or incomplete information.
- Neither party will be liable to the other for any Consequential Loss.
- Our professional staff, employees and directors will not be liable to you in respect of any loss or damage suffered by you as a result of services provided by us, nor for any consequential loss or damage suffered by any third party.
- It is agreed that you will not bring any claim arising out of the Agreement against any of our professional staff, directors and employees personally.
"The Clients" Disclosure and Record Keeping Obligations
You are required by law to keep full and accurate records relating to your tax affairs in order to facilitate the preparation of accurate tax returns. The responsibility for the accuracy and completeness of the particulars and information provided to us rests with you. Any advice given to you by us is only an opinion based on our knowledge of “the Clients’” particular circumstances.
It is your obligation to provide us with all information that you reasonably expect will be necessary to allow us to perform work specified under this engagement within a timely manner or as requested. This includes providing accurate and complete responses to questions asked by us within a reasonable timeframe. Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees.
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.
By accepting the terms in this Agreement, you agree that the provision of our services is dependent on the performance of your obligations relating to disclosure and record keeping. You are responsible for the reliability, accuracy and completeness of the accounting records and disclosure to us of all material and relevant information.
The Taxation Administration Act 1953 contains specific provisions that may provide Clients 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. 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 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 their family (e.g. death and/or marriage breakdown) or a legal action commencing against you.
You will specifically be responsible for:
- Transaction entries into “the Clients’” business computer records
- Coding all deposits and payments in accordance with the agreed Chart of Accounts
- Reconciling the Bank Accounts on a monthly basis
- Maintenance and reconciliation of your business wage records
- Maintenance and reconciliation of your Accounts Receivable and Accounts Payable listings
- Obtaining and retaining sufficient records to substantiate claims made for income tax deductions
- Retaining copies of all financial records for a period of 7 years
- Providing to us all financial information requested within a reasonable time of our request
If you do not provide us your financial information properly reconciled, and in the format reasonably requested by us, any up-front or Fixed Quotes we have provided to you will not be applicable and the cost of our services will be higher.
"The Clients" 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 while we provide our service to you. 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.
AdviceCo. 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 operations of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us (see section "The Clients" Disclosure and Record Keeping Obligations above).
Our advice and/or services will be based on Australian Taxation Laws 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 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.
In this clause 4:
CountPlus means CountPlus Limited ACN 126 990 832.
Licensed Entity means a CountPlus entity that holds a licence or registration for example, a Registered Tax Agent registration as defined in the Income Tax Assessment Act 1936 (Cth) or an Australian financial services licence under the Corporations Act 2001 (Cth).
Licensed Services means any Services provided by a Licensed Entity.
We are a member firm of CountPlus. Accordingly, you acknowledge that:
- each of CountPlus' member firms is a separate and independent legal entity;
- the Services are provided by us and not by CountPlus or any other related entity of CountPlus; and
- neither CountPlus or any other related entity of CountPlus is liable to you.
- (2) If we provide you with Licensed Services, you acknowledge that:
- the relevant Licensed Entity will provide the Licensed Services directly to You:
- we enter into the Agreement as agent for the Licensed Entity; and
- (c) the terms of the Agreement apply to the Licensed Services
Non-compliance with laws and regulations (NONCLAR)
Our engagement control cannot be relied upon to detect or discover irregularities including fraud, other illegal acts and errors which may exist in respect of your business, personal or financial affairs.
We may as part of our responsibilities as a “Member in Public Practice” take steps and actions as set out in section 225 of APES 110 Code of Ethics for Professional Accountants (Responding to Non-Compliance with Laws and Regulations).
Use of Contractors and Other Outsources Third Party Services
We may involve third party contractors or outsourced service providers including Collective Outsourcing Pty Ltd in providing various aspects of your accounting work. These services may include:
- Accounting file preparation and/ or Data entry into our accounting systems
- Auditing of accounts (including Self-Managed Super Funds)
- Actuarial (pension) analysis
- Financial Planning & Dealing with Financial Institutions
- Home Loan, Business Loan & Personal Loan Services
- Investment and Insurance Services
We collect your personal information and confidential information where it is required, to provide you with the services you have requested (such as financial advice or preparation of your tax return); under applicable regulatory requirements; or if required for us to comply with our obligations under Australian law.
If you do not provide us with certain personal information, we may not be able to provide you with services under this Agreement.
In providing you with the services you have requested, we may disclose your personal information to our associated entities and to third parties (refer to H1), Class Super, Collective Outsourcing Pty Ltd, Count Financial Limited and Countplus Limited. Some of the third parties may be located overseas.
By providing us with your personal information, you consent to us disclosing your information to our associated entities and to third parties.
Confidentiality, and Anti-Money Laundering and Counter-Terrorism Financing
The conduct of this engagement in accordance with the standards and ethical requirements of The Institute of Chartered Accountants in Australia means that information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law or professional standards, or with your express consent.
Our files may, however, be subject to review as part of the quality control review program of The Institute of Chartered Accountants in Australia, which monitors compliance with professional standards by its members. By accepting this Agreement, you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.
We may disclose your confidential information to the appropriate authority if this is required by law, or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies. For example, such disclosure may occur if we identify or suspect non-compliance with laws or regulations that deal with:
- fraud, corruption and bribery;
- money laundering, terrorist financing and proceeds of crime;
- securities markets and trading;
- banking and other financial products and services;
- data protection;
- tax and pension liabilities and payments;
- environmental protection; and
- public health and safety.
You consent to the disclosure of your confidential information to the appropriate authority pursuant to this clause.
From time to time we may request information from you in order to meet our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act).
Where we provide a designated service (as defined under the AML/CTF Act), we are a reporting entity under the AML/CTF Act and accordingly must meet stringent identification and verification requirements.
This means that, before providing you with a designated service, we must make sure you are who you say you are by collecting information to identify you or any agent acting on your behalf, and taking steps to verify this information. You agree to provide such information upon request. If you do not provide this information, we may not be able to provide services to you.
Limitation of Liability [If Applicable]
Our liability is limited by a scheme approved under Professional Standards Legislation. Further information on the scheme is available from the Professional Standards Council - www.professionalstandardscouncil.gov.au.
Director's Indemnity [If Applicable]
In the event that the entity invoiced by us for our services is unable to discharge its liabilities to us, then the entity’s Directors or Trustees agree to personally indemnify us for any such liability.
We agree that each of the promises and undertakings given in this letter of engagement are independent from one another and severable.
Ending Our Agreement
We may terminate the Agreement and cease providing services to you, unless we are providing you with a statutory audit service:
- while any of our tax invoices remain unpaid by the due date;
- if you do not comply with a request to pay an amount in respect of disbursements or future costs, charges and expenses within 7 days;
- if you do not provide us with clear and timely instructions to enable us to advance your matter;
- if you refuse to accept our advice;
- if you indicate to us or we form the view that you have lost confidence in us;
- if there are any ethical grounds which we consider require us to cease acting for you, for example a conflict of interest;
- for any other reason outside our control which has the effect of compromising our ability to perform the services required within the required timeframe;
- if we determine that there are no reasonable grounds for believing on the basis of provable facts and a reasonably arguable view of the law that any claim or the defence of any claim for damages (as appropriate) has reasonable prospects of success;
- if in our sole discretion we consider it is no longer appropriate to act for you; or
- for just cause.
We will give you reasonable written notice of termination of our services. You will be liable for, and required to pay our fees, charges, expenses and disbursements incurred up to the date of termination, even if we issue you with an invoice for such fees, charges, expenses and disbursements after the date of termination.
Either party may terminate the Agreement in the event of bankruptcy or the appointment of a liquidator, receiver or an administrator of the other party.
You may terminate the Agreement by 7 days' prior written notice at any time.
Termination under this clause shall be without prejudice to any rights that may have accrued before termination.
"The Clients" Acceptance of these Terms
At any time prior to the acceptance of the Terms of Engagement, you may provide us with your comments regarding this Agreement and raise any concerns that you may have. We will consider your comments and will negotiate with you to formulate acceptable amendments where possible.
By accepting this Agreement, you acknowledge that you:
- Understand and agree to the nature of our relationship and the services provided by us as outlined in this Agreement.
- Understand and agree to the prices and payment terms that will apply to the services.
- Consent to receiving e-mail newsletters from us.
This Agreement may be accepted by you:
- by signing and returning the attached copy of this Agreement to us;
- in writing, by advising us of your acceptance; or
- by conduct, if you instruct us to provide the services, either in writing or orally, after the date of this Agreement.
If you accept this Agreement, the terms and conditions will apply to the performance of the services and each future matter in which you instruct us to act, unless we enter into another agreement with you.
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