- Thank you for your instructions to attend the Annual Taxation, Accounting, Consulting and Financial Outsourcing Services requirements for your business entities and for your family. A list of the entities and individuals for whom we are to act (the Group) is set out in the accompanying Schedule and our comments below are directed to all those persons.
- This letter sets out our Standard Engagement Letter and the scope of the work to be performed by us within that engagement. Please read it carefully and if you have any queries or wish to discuss any aspect do not hesitate to contact us.
- Health and Life Access Pty Ltd atf Health and Life Consulting have set out in this document our basic terms and conditions of business (the “Terms and Conditions”) which, together with our Engagement Letter (together called ‘this Agreement’), will apply to all work Health and Life Access Pty Ltd atf Health and Life Consulting undertakes for you with respect to this engagement. If there is any conflict between these Terms and Conditions and any other agreement this Agreement shall prevail. For the purposes of the Terms and Conditions, “we” includes its partners, employees, and all its related entities.
- This agreement shall automatically renew annually from the approval date of this agreement unless otherwise cancelled. Any fee increases will be indicated in your next account and are normally in line with consumer price index (CPI) increases. Our current Standard Engagement Letter for any of your entities we do work for can be found on our website under Standard Engagement Letter. These terms and conditions apply to any entity i.e. individual, partnership, sole trader, trust, trustee for the trust, a company and/or their related Directors or individuals named or related to the entity on the invoice that is issued at the time.
- We will provide the services set out in our Engagement Letter (the “Services, Products and Template Licences”) and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
- This firm may provide accounting, tax, bookkeeping, consulting services and products as directed by you, which will be conducted in accordance with the relevant professional and ethical standards issued by the Accounting Professional & Ethical Standards Board Limited (APESB), and with the relevant Australian Laws. The extent of our procedures and services will be limited exclusively for this purpose only. As a result, no audit or review will be performed and, accordingly, no assurance will be expressed.
- Our engagement is to assist with the preparation of the financial accounts and the preparation and lodgement of the tax returns of your business entities and of your family. Additionally, services will be provided as mutually agreed as attached below in referred to Services, Products and Template Licences:
- Appendix 2.1 Consulting Services
- Appendix 2.2 Accounting and Taxation (Annual)
- Appendix 2.3 Financial Outsourcing (bookkeeping)
- Appendix 2.4 Products and Template Licences
- A new engagement letter may be required for your signing before any work commences. The basis of the abovementioned ‘Services, Products and Template Licences’ engagement is subject to the Agreement:
- Unless otherwise agreed, we will prepare the agreed Services, Products and Template Licences on an ongoing basis, in relation to the period following that for which the returns and statements have most recently been finalised, and for each subsequent period.
Each business entity and adult family member listed in this Agreement engages us on the terms set out in this letter and is bound by those terms. The business entities and adult family members listed are all jointly and severally liable to pay our accounts, regardless of which of the listed individuals or entities those accounts are addressed to and regardless of which of the listed individuals or entities received the benefit of the work performed.
- This engagement includes the entire operations of you or only that part of your operations and procedures that have been requested.
- The scope of our engagement is the preparation and lodgement of the accounting and taxation matters detailed which includes agreed Services, Products and Template Licences. Any agreed fee applies only to Services, Products and Template Licences and advice provided within the scope of our engagement. The agreed Services, Products and Template Licences fees are based on the signing the Proposal provided to you.
- However, any additional services or advice that you request are outside the scope of this letter and not included in this agreed fee. These services will be charged on the basis of the time and degree of skill and acumen required to complete the task undertaken by us, including any direct out of pocket expenses. Our Standard Hourly rates will apply. Please note in particular that any correspondence from the Australian Taxation Office or ASIC that does not relate to initial assessments nor original payment notices, will be charged as additional services.
- From time to time, we may employ the expertise of other independent specialists to assist us in the execution of the Services, Products and Template Licences to be provided in this engagement. This may exclude our external lawyers where your requirements include the preparation of any Deed or instrument including the creation or transfer of rights in property or excludes or other matters which can only be done by lawyers under relevant State and Territory law.
- In the provision of our Services, Products and Template Licences we rely on the Practice for both the completeness and accuracy of the information supplied to us and the Practice is solely responsible to users of the special purpose financial report compiled by us. This includes responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies.
- Any reports will be prepared in accordance with practice policy and procedures and we will disclose in our Management Report any known departures from this financial and non-financial reporting framework. If, for any reason, we are unable to complete the compilation of any special purpose financial reports, or we consider the information to be misleading, we may determine not to issue a report.
- The management and special purpose financial reports will be prepared exclusively for your benefit. We will not accept responsibility to any other person for the contents of the reports.
We understand that an audit of the financial statements is not required, and therefore we will not be expressing an opinion as to the truth and fairness of those statements. A copy of the normal form of disclaimer used in these circumstances is attached to your financial statements. Please request this information in advance should this be of concern.
Our involvement in this type of engagement will not disclose fraud, defalcations or other irregularities which may occur. However, any material weaknesses in the accounting or internal control systems which come to our notice will be drawn to your attention.
There is no assumption of responsibility for any reliance on our report by any person or entity other than yourself and those parties indicated in the annual statutory financial statements and / or any other financial report or advice as requested. The report shall not be inferred or used for any purpose other than for which it was specifically prepared. Accordingly, our report may include a disclaimer to this effect.
- No person should rely on the reports without having an audit or review conducted. Nothing in this letter excludes the operation of the Australian and Competition and Consumer Act 2010 or analogous provisions of State and Territory Fair Trading Acts to the extent that they may be applicable.
- Every effort has been made to offer the most current, correct and clearly expressed information possible within this Engagement Letter and website. Nonetheless, inadvertent errors can occur, and applicable laws, rules and regulations may change.
- The information contained in this Agreement and our website site and related links is general and is not intended to serve as advice. No warranty is given in relation to the accuracy or reliability of any information. Users should not act or fail to act on the basis of information contained herein. Users are encouraged to contact Health & Life Access Pty Ltd professional advisers for advice concerning specific matters before making any decision.
- 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.
- You and your staff are responsible for the accuracy and completeness of the particulars and information provided in relation to Services, Products and Template Licences and this responsibility rests with you. You and your staff will be responsible for maintaining and regularly balancing all books of account.
- Any advice given to you is only an opinion based on our knowledge of your particular circumstances.
- Unless otherwise stated, any opinion provided is based on the Australian tax law in force and the practice of the Australian Taxation Office (the ATO) applicable as at the date of the Engagement Letter.
- Our advice and/or Services, Products and Template Licences will be based on Australian taxation law in force at the date of the provision of the advice and/or Services, Products and Template Licences. 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.
- 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 depends, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
Due to our specialty, from time to time we may be asked to work for a competing practice. Should any conflicts of interest arise we will inform you and refrain from providing any advice to any parties? In the event this occurs, all parties at the time will be informed of this. At this stage we do not believe there is anything that may give rise to a conflict of interest. For confidentiality reasons we are not in a position to disclose the names of any affected parties other than to state that there is a conflict and we are not in a position to handle the matter. We will ensure an appropriate alternative solution is made available to you where possible.
- You agree to pay for the Services, Products and Template Licences in accordance with this Agreement.
- You will provide we promptly with such information as may reasonably be required for the proper performance of the Services, Products and Template Licences, including access to appropriate members of your staff, records, information, technology, systems and premises so we can fulfil Our Obligations.
- We shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it in undertaking this engagement, it is understood that you will generally ensure that regardless of the ‘Services, Products and Template Licences’ provided: The bookkeeping for all business entities is maintained on a regular basis. In fact, we recommend the bookkeeping and record-keeping tasks be attended to each week.
- Reconciliations for the bank accounts, debtors and creditors are performed at the end of each month for each of the business entities.
- A stocktake will be performed during the last weekend in June for each entity that deals in trading stock.
- It is expected that the trial balance of each of the business entities will be completed at a reasonably mutually agreed time each year.
In respect of the personal tax returns for you and your family, it is expected that all relevant information will be collated and forwarded to our office by as mutually agreed. We shall detail more specific requirements in respect of the individual tax returns later in this letter.
- You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the Services, Products and Template Licences.
- You undertake that, if anything occurs after information is provided by you to we, to render such information untrue, unfair or misleading, you will promptly notify we and, if required by we, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.
- You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by, partners or staff of we who are not engaged in the provision of the Services, Products and Template Licences shall not be deemed to have been made available to the individuals within Health and Life who are engaged in the provision of the Services, Products and Template Licences.
- Taxation Service and ‘Services, Products and Template Licences’
In engaging us to provide taxation under in the Services, Products and Template Licences Services, Products and Template Licences section, it is important for you to understand that:
- You are responsible for the accuracy and completeness of the particulars and information provided to us by you.
- Any advice we provide is only an opinion based on our knowledge of your particular circumstances.
- You have obligations under the self-assessment regime to keep full and proper records in order to facilitate the preparation of accurate returns.
- We cannot provide Services, Products and Template Licences if we find that information on which those services are to be based contain false or misleading information, or omit material information, and you are not prepared to appropriately amend that information.
- Compilation of financial statements and ‘Services, Products and Template Licences’
By engaging us to compile financial statements, you acknowledge that:
- The reliability, accuracy and completeness of the accounting records are your responsibility; and
- That you have disclosed to us all material and relevant information.
- No statutory financial audits are conducted
You and your employees are ultimately responsible for the maintenance of the accounting systems and internal controls for all the business entities. That includes the keeping and maintenance of all required books of account. Our firm cannot be relied upon to disclose irregularities, including fraud, other illegal acts and errors that may occur with regard to such matters.Our firm is not being engaged to conduct a statutory audit of the financial records of any of your business entities and we will not express an auditor’s opinion as to the truth and fairness of the financial statements.
Before we lodge any returns on your behalf, we will forward the documents to you for approval. We will endeavour to ensure that the returns are lodged by the due dates and will advise you at the beginning of the financial year when documentation should be provided to us. If you are late in providing information, we will do our best to meet the time limits, but we will not be responsible for any late lodgement penalties or interest.
- Tax Compliance Law
With effect from 1 March 2010, a new regime for the regulation of tax agents has taken effect under the Tax Agent Services Act 2009 and accompanying legislation (TASA). The new regime has implications for registered tax agents and also for their clients. An important feature of TASA is the provision of a “safe harbour” protection from penalties in certain circumstances for taxpayers who engage registered tax agents. To obtain the benefits of “safe harbour” protection, the legislation requires the taxpayer to provide the registered tax agent with “all relevant taxation information” to enable accurate statements to be provided to the Australian Taxation Office. This requirement may be important to both parties in identifying and understanding the purpose and scope of the engagement as set out below and may also affect other matters discussed below. You will find further discussion on the “safe harbour” protections in the accompanying document. See attached Clients’ rights and obligations under the taxation laws in Appendix 2. You acknowledge that in engaging Health and Life to prepare financial statements, the reliability, accuracy and completeness of the accounting records are your responsibility, and you have disclosed to Health and Life all material and relevant information.
You agree that during the provision of the Services, Products and Template Licences, and for a period of 12 months thereafter, you will not make any offer of employment to any our partner or employee involved in the provision of the Services, Products and Template Licences, without our prior consent.
- Benefit of advice
Unless otherwise specifically stated in the Engagement Letter, any advice or opinion relating to the Services, Products and Template Licences is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.During the supply of our services, we may supply oral, draft or interim advice, reports or presentations but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we will provide documentary confirmation of the advice. We shall not be under any obligation in any circumstances to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
- Electronic mail
If you ask us to transmit any document to you electronically, you agree to release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by the transmission (including by any computer virus).You may not rely on electronically transmitted advice or opinion unless it is subsequently confirmed by fax or letter signed by a partner or authorised signatory of we.
- Our Services, Products and Template Licences will be provided to you on a fee for service basis based on hourly rates and or a fixed fee and charged as set out in Appendix 2 and below:
42.1 1. Standard Hourly Rates
Accounting, Tax and Consulting Standard Hourly Rates in the attached Appendix 2.1
- Consulting – Practice Advisory Set Up and Ongoing
- Accounting and Taxation
42.2 2. Fixed Fees
Fixed fees apply to products and services pursuant to clause 18.104.22.168, 22.214.171.124 and 43.
126.96.36.199 Quoted Products and Services
Products and Template Licences in the attached Appendix 2.2
188.8.131.52 Monthly Fixed Fee
Where an agreed monthly fixed fee applies Monthly Fixed Fee
Financial Outsourcing (bookkeeping) in the attached Appendix 2.3.
- The agreed fee in the attached Appendix 2.3 Monthly Fixed Fee Financial Outsourcing (bookkeeping) for the Services, Products and Template Licences covered by this engagement for the next 12 months is in this quote. All fees are payable in equal monthly instalments.” If there is any early termination of a 12-month agreement all fees for the full period is immediately payable pursuant to clause 58,59,60,61,62,63 – Termination of Agreement. If no new Agreement is entered into this will rollover into a monthly agreement, until a new agreement is entered into pursuant to clause see clause 4.
- This Agreement relates only to the above mentioned Services, Products and Template Licences and details the basis and terms of this engagement. Unless otherwise agreed, our engagement will be limited to the matters described in this letter. Work that is performed or disbursements that are incurred which are outside the scope of this letter will be the subject of additional charge.
- The time based fees, if any, quoted in the Engagement Letter or as separately quoted in a fee letter will remain in force until 31 December or 30 June (whichever occurs first) and we may increase fees for work continuing past that date. We review our time based fees six monthly.
- Out-of-pocket expenses incurred in connection with the engagement will be charged to you.
- The consideration payable for any supply made or to be made under this Agreement is exclusive of any goods and services tax (“GST”). If GST is payable on any supply made or to be made under this Agreement, you agree that the consideration payable for any such supply shall be increased by an amount equal to the amount of GST payable by we in respect of that supply.
- For Services, Products and Template Licences rendered, you agree to pay us in accordance with this agreement. We agree to invoice you in such format as you may reasonably require. All amounts payable by you shall be due thirty (7) days after receipt of our invoice and we will invoice after at the completion of a key task, each fortnight or as mutually agreed.
- The amounts calculated in accordance with this agreement are the only amounts payable by you in respect of the Services, Products and Template Licences, and are inclusive of all taxes, charges, customs and other duties or levies.
- Payment by you to us of any amounts payable under this Agreement shall be deemed to satisfy the payment obligations owed to us in respect of the invoice to which the payment relates.
- Please help us provide you good service by paying your accounts on time. Without payment we cannot provide the resources to give your prompt service. Some clients take a long time to pay but expect us to drop everything and attend to their needs immediately. It must be a two-way street. A win/win for both. You have to get the best service possible and we have to be given the opportunity to provide it within the constraints available to us. We have no option but to give high priority to our clients that pay their accounts on a timely basis.
- If you are not happy with our bill, please only pay that portion that you are happy with. Please email at firstname.lastname@example.org to bring your concerns to our attention immediately so that we can address your concerns in a timely manner. It is important to us that you are happy with our service.
If you dispute the whole or any portion of the amount claimed in an invoice submitted by us, you will pay the portion of the amount stated in the invoice that is not in dispute and shall notify us in writing of the reasons for disputing the remainder of the invoice. The dispute shall be resolved in accordance with clause 57.
If you fail to pay an invoice on the due date, you hereby unconditionally agree to indemnify us from and against our time based on standard hourly rates, all legal and debt collection costs and disbursements that may be incurred by us in the collection or attempted collection of monies owing under the relevant invoice.
- Settlement of our accounts is due strictly within 7 days, unless special alternative arrangements are made with us prior to the due date. A $10 ‘reminder letter’ fee will be added to your account if we do not receive payment within this period. The company reserves the right to charge interest on outstanding accounts at a rate not exceeding 20% p.a. on outstanding accounts plus costs. You agree to pay any monies owing to Health and Life in respect of this engagement including any debt recovery costs which includes and is not limited to time based on our standard hourly rates to recover any outstanding amounts plus external debt recovery costs for example legal and Court fees and any other relevant costs. No title to goods passes to you unless all outstanding accounts are paid in full.
- If we are required (pursuant to any order, subpoena, directive or other legal or regulatory process) to produce documents and/or information, answer enquiries, attend court or meetings or deal with any similar requests in relation to the Services, Products and Template Licences for, or by, any judicial, regulatory, administrative or similar body or entity (including without limitation, any foreign regulator or similar), you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.
- If at any time you would like to discuss with us how the Services, Products and Template Licences can be improved or if you have a complaint about them, you are invited to telephone the partner or director, as the case may be, identified in the Engagement Letter. We will investigate any complaint promptly and do what we can to resolve the difficulties. The preferred channel for any problem resolution is to email email@example.com as it can be properly documented and resolved.
If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services, Products and Template Licences until such time as the dispute is resolved or the fees are paid. Suspension of the Services, Products and Template Licences will not affect your obligation to pay us for Services, Products and Template Licences rendered to the date of suspension.
- This Agreement shall commence on and shall continue until terminated by written notice by one party to the other. This Agreement will end on the later of the last day of the month in which the notice was given or if data has been forwarded to us by you during the relevant month, upon the data being processed and all relevant files have been returned to you. You should provide at least 3 months written notice.
- We shall commence the Services, Products and Template Licences on the date as mutually agreed and continue the Services, Products and Template Licences until the expiry date as provided in the Agreement unless terminated in accordance with clause 81.
- Each of us may terminate this Agreement if: the other commits any material or persistent breach of its obligations under this Agreement (which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy); or the other becomes insolvent; or the Services, Products and Template Licences are suspended under clause 57 for more than 10 normal working days.
- Termination must be effected by written notice served on the other.
- We may terminate this Agreement immediately by providing written notice to you if there has been a change of law, rule, regulation or professional standard or a change in circumstance that would cause the continued provision of these Services, Products and Template Licences under this Agreement by we to violate such law, rule, regulation or professional standard or would otherwise, in the reasonable opinion of we, prejudice we’s ability to comply with any applicable auditor independence requirement.
Termination under this clause shall be without prejudice to any rights that may have accrued for either of us before termination and all sums due to us shall become payable in full when termination takes effect.
- Once the agreement is terminated, our obligations to you cease and any unpaid and accrued fee becomes immediately payable. We will issue you a final billing based on unbilled charges in your client account. This includes billing for any early termination i.e. within 12 months of this Agreement where we have charged the lower discounted rates, instead of our higher Services, Products and Template Licences rates for all products and service provided as detailed in Appendix 2 unless mutually agreed in writing for a lower sum.
We will automatically exercise our right of lien over any property. No property will be transferred until all accounts are paid in full pursuant clause 94 and 95.
- Neither party may assign any of its rights and/or obligations under this Agreement without the prior written consent of the other party.
- In this section, we set out, and you accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.
- Nothing in these Terms excludes, restricts or modifies the application of the provisions of any statute (including the Australian and Competition and Consumer Act 2010) were to do so would contravene that statute or cause any part of these Terms to be void.
- These Terms, and the Engagement Letter are the only communications governing our relationship. Subject to clause 68, we expressly exclude and will have no liability for any statements, representations, guarantees, conditions or warranties, including any which may be implied by statute, common law or custom or which arise from oral or written communications with you, which are not expressly contained in this Agreement. If any representations are of importance to you, you should ensure that they are expressly set out in the Engagement Letter before signature.
- Without limiting clauses 67, 68 and 69, our liability in relation to the Services, Products and Template Licences is limited under an Institute of Chartered Accountants in Australia Scheme approved under the relevant Australian States and Territories professional standards legislation, including, where applicable, the Treasury Legislation Amendment (Professional Standards) Act 2004 (Cth) (“PSL Scheme”). A copy of the relevant PSL Scheme is available from your representative or at Professional Standards Councils.
- Where a PSL Scheme does not apply, and subject to clauses 67 and 68, you agree that we’s liability for any loss or damage suffered by you (whether direct, indirect or consequential) in connection with the Services, Products and Template Licences, including (without limitation) liability for any negligent act or omission or misrepresentation of we, shall be limited to an amount equal to ten (10) times the reasonable charge for the Services, Products and Template Licences. You agree to release us from all claims arising in connection with the Services, Products and Template Licences to the extent that we’s liability in respect of such claims would exceed that sum.
- If we are liable for a breach of any warranty implied by section Australian and Competition and Consumer Act 2010, in respect of Services, Products and Template Licences not of a kind ordinarily acquired for personal, domestic or household use or consumption, we’s liability under that section is limited to the supplying of the Services, Products and Template Licences again or the payment of the cost of having the Services, Products and Template Licences supplied again, whichever we, in its absolute discretion, elects.
- To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, we are not liable (in contract, tort or otherwise) for the loss or damage.
- You agree to indemnify and hold harmless we against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by we in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this Agreement.
- We shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless we from any such liabilities we may have to you or any third party as a result of reliance by we on any information provided by you or any of your representatives, which is false, misleading or incomplete.
- In the event of any inconsistency between clauses 63 and 73 shall prevail.
- Our firm’s liability may be limited by a scheme approved under Professional Standards Legislation.
It should be noted at the outset that as a general proposition we rely upon you to provide us with accurate and timely information to enable us to properly perform our engagement obligations. Consequently, any rectifying work performed by us on the basis of incorrect or late information will be work which is outside the scope of this Agreement and will be charged as additional services. Although we may assist your practice in areas such as complying with the myriad government rules and regulations, the ultimate responsibility for compliance lies with you and your practice. For timely turnaround of requests, all correspondence should be sent firstname.lastname@example.org otherwise unnecessary delays up to 10 days may occur.
- You hereby unconditionally agree that you are entering into this agreement with the Health and Life Access Pty Ltd or Health and Life Access Pty Ltd as trustee for the Health and Life Consulting and not with the CEO or any of its employees or agents. You hereby unconditionally agree that you are entering into this agreement with us as a result of their own due diligence and investigations not on any recommendation of any of the CEO or any of its employees or agents. This agreement is made between us and you and you unconditionally agree that none of the CEO or any of its employees or agents are a party to that agreement. You agree that this agreement may be pleaded in bar to any action, suit or proceeding commenced or taken by you against any of the CEO or any of its employees or agents in respect to the Services, Products and Template Licences or any associated matter.
- If your stakeholders have not been made aware of the possible collection, holding, use or disclosure of their personal and sensitive information by we as part of this engagement, you agree to inform we so that should this be necessary, we may take action to raise the awareness of your stakeholders about the same.
- If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non- performance and to cure and complete performance with the utmost dispatch.
- You acknowledge and agree that any advice, recommendations, information or work product provided to you by we in connection with this engagement is for your sole use. You agree that if you make such advice, recommendations, information or work product available to any third party, you will notify such third party, in writing, that we advise, recommendations, information and work product is for your sole benefit based on the specific facts and circumstances and the scope of we’s engagement with you and is not intended to be relied upon by any other person. In the event of a claim by any third party relating to our Services, Products and Template Licences under this engagement that arises out of a breach by you or any of your personnel of this paragraph, you agree to indemnify and hold harmless we and our personnel from all such claims, liabilities, costs and expenses (including legal fees and disbursements).
- Storage of Personal Information
By signing this letter and accepting these Services, Products and Template Licences you acknowledge and agree that your personal information may be stored overseas. All your information is held in Australia, in the United States of America and as disclosed by us the software and vendors we use, please consult their website for further information.
- Both parties acknowledge that they may, in the course of the engagement, be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information except as may be required by law or judicial process, by any persons or bodies responsible for regulating that party’s business (including any regulatory or accounting profession supervisory authorities in Australia or elsewhere), as required by a party’s internal policies or as the party reasonably determines is necessary to protect its own legitimate interests.
Each party must keep any Confidential Information in respect of the other party secret and confidential. All reasonable and necessary precautions to maintain the secrecy and prevention of disclosure of any Confidential Information in respect of the other party must be adhered, and to not disclose Confidential Information in respect of the other party to any third party without first obtaining the written consent of the other party.
A party may disclose any Confidential Information in respect of the other party to the extent that the party is required by law to do so, or it is information that is generally available to the public.
- Our firm may from time to time use the services of third party contractors to perform some of the services we are engaged to perform for you. Each client in the Group hereby authorises us to disclose information relating to that client’s affairs to all such third party contractors as we may choose to engage to perform such work.
Where we use the services of third party contractors, we are nevertheless responsible for the conduct and activities of those contractors and for the delivery of the services we are engaged to perform for you.
From time to time our firm and our third party contractors may engage external IT service providers (including in relation to ‘cloud computing’ services) in the performance of services under this engagement. Each client in the Group hereby authorises us and our third party contractors to disclose information relating to those clients’ affairs to all such external IT service providers as we or our third party contractors may choose to engage.
- We may also need to disclose information relating to one client’s affairs to other clients in the Group to assist in performing our work, to persons responsible for the governance of an entity to comply with accounting standards, or to a professional body of which we are a member in relation to a quality review program undertaken by that body. Each client in the Group hereby authorises us to do so when we consider it appropriate to further our performance of work for the Group, or when required by that professional body.
3.0 Australian Privacy Principles (APPs) Health and Life is required to comply with the Australian Privacy Principles (‘APPs’) that are applicable to organisations. The APPs regulate how Health and Life deals with personal information.
4.0 Collection, use and disclosure of personal information Health and Life collects, uses and discloses personal information where it is reasonably necessary for business functions or activities. These functions and activities relate to:
- Providing services to customers.
- Promoting and growing the Health and Life business(s).
- Undertaking research and development and improving our services.
- Obtaining services from other businesses.
- Employing staff.
- Participating in industry processes.
- Managing our corporate affairs, including our obligations to our shareholders.
- Complying with legal and regulatory obligations.
- Protecting our rights and entitlements.
Health and Life keeps different types of records that include personal information. These include records stored electronically on databases and also hard copy files. We take reasonable steps to ensure that the personal information we keep is protected from misuse, loss or any unauthorised access, modification or disclosure. Health and Life will take such steps as are reasonable in the circumstances to destroy or de-identify personal information that we no longer need.
5.0 Opting out from direct marketing If you do not wish your personal information to be used or disclosed by us for the purposes of direct marketing, please contact us at email@example.com. It may take up to 28 days for your request to be processed.
6.0 Disclosure of personal information to overseas recipients Health and Life may disclose personal information overseas including to the following countries:
- United States of America, New Zealand and the Philippines
7.0 Acting anonymously or under a pseudonym When you interact with Health and Life you may choose to act anonymously or provide a pseudonym where it is practical to do so. However, we may refuse to deal with you if we are required or authorised by law to deal with individuals who have identified themselves or it is impractical for us to do so without you providing personal information to us. https://docs.google.com/document/d/e/2PACX-1vRccm0Lmn1pI8NcXsTFnq5xkZBnMHEse7q-BaZ21xjfUx0tF37npRt1uLv8gpiSPd9ytoLZpW2uqbbm/pub
8.0 Accessing your personal information held by us You may request access to your personal information held by Health and Life by contacting firstname.lastname@example.org. Generally, we will be required to provide access but there are circumstances where we are permitted to refuse access and we reserve our right to do so. We also reserve the right to recover our reasonable costs of providing you with access to your personal information held by us. If we decide to charge you for accessing your personal information, we will notify you of this beforehand.
9.0 Correcting your personal information If you believe that we hold personal information about you that is wrong (which includes inaccurate, out of date, incomplete, irrelevant or misleading), you may request that we correct the personal information. If you wish to make such a request, you should contact Health and Life via email@example.com. Where we are satisfied that the personal information is wrong, we will take such steps (if any) as are reasonable in the circumstances to correct the personal information.
10.0 Complaining about a breach of our obligations under the Australian Privacy Principles If you believe that we have acted in a manner that breaches the Australian Privacy Principles, we recommend that you contact us in the first instance at firstname.lastname@example.org. If you believe that you have provided us with a reasonable opportunity to resolve your complaint but we have not done so, you may contact the Office of the Australian Information Commissioner (OAIC) or, if your complaint relates to our handling of personal information in relation to your telephone or Internet service, the Telecommunications Industry Ombudsman (TIO).
- In conducting this engagement, 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 with your express consent.
We wish to draw your attention to our firm’s system of quality control which has been established and maintained in accordance with the relevant APESB standard. As a result, our files may be subject to review as part of the quality control review program of CPA Australia and the Institute of Chartered Accountants, which monitors compliance with professional standards by its members. We advise you that by accepting our engagement 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.
Any information acquired by us in the course of our engagement, including any information relating to your affairs whether or not it belongs to you or not or is provided by you or not, is subject to strict confidentiality requirements. 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 CPA Australia and the Institute of Chartered Accountants which monitors compliance with professional standards by its members. We advise you that by signing this letter you acknowledge that, if requested, our files relating to this engagement will be made available under this program. The same strict confidentiality requirements apply under this program as apply to us.
- The financial statements, tax returns and any other documents which we are specifically engaged to prepare, together with any original documents given to us by you, shall be your property. Any other documents brought into existence by us, including general working papers, the general ledger and draft documents will remain our property at all times.
- In relation to any subsequent termination of our Services, Products and Template Licences, you are advised that we shall be entitled to retain all documents belonging to you and any related parties we act for until payment is received in full for all outstanding fees. The firm has also established dispute resolution processes.
- All original documents obtained from the client arising from the engagement shall remain the property of the client. 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 electronic documents or files, which will be supplied to the client, 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 the property of the firm.
- If our Services, Products and Template Licences are terminated (by either party), each client separately agrees that we shall be entitled to retain all documents owned by that client (including all tax refund cheques of that client which come into our possession) until payment in full of all outstanding fees outstanding from all members of the Group on any account. Where copies of any documents released to you are required for our records, you will be charged at our standard hourly rates.
- Copyright and any other intellectual property rights in Health and Life’s documentation and/or software are and shall remain its property. No rights will be assigned unless authorised in writing by Health and Life.
- All original documents obtained from you arising from the engagement shall 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 income tax returns or financial statements and management letters. Ownership of these documents will vest in you. All other documents produced by us in respect of this engagement will remain the property of the firm, subject to any statutory obligations.
- The firm has a policy of exploring a legal right of lien over any client documents in our possession in the event of a dispute. The firm also has established dispute resolution processes.
- In the event this agreement is terminated, we reserve the right to enter the Practice’s premises and recover our documentation and/or software, and/or retain the right to charge an appropriate fee where applicable. We retain ownership of all records if accounts remain outstanding. Debt collection fees and charges apply.
- General: Title to, and all Intellectual Property Rights in the Services, Products and Template Licences, the Website and any documentation relating to the Services, Products and Template Licences remain the property of we (or its licensors).
- Ownership of Data: Title to, and all Intellectual Property Rights in the Data remain Your property. However, your access to the Data is contingent on full payment of the we Access Fee when due. You grant us a template licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services, Products and Template Licences and for any other purpose related to provision of services to You.
- Backup of Data: You must maintain copies of all Data inputted into the Service. We adhere 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. We expressly exclude liability for any loss of Data no matter how caused.
- Third-party applications and your Data. If You enable third-party applications for use in conjunction with the Services, Products and Template Licences, you acknowledge that we may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Services, Products and Template Licences. we shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify the software provider in question of any unauthorised use of Your passwords or any other breach of security and the software provider will reset Your password and You must take all other actions that we and the software provider reasonably deems necessary to maintain or enhance the security of we’s/the Software Provider’s computing systems and networks and Your access to the Services, Products and Template Licences.
- As a condition of these Terms, when accessing and using the Services, Products and Template Licences, you must: not attempt to undermine the security or integrity of we’s or the software provider’s computing systems or networks or, where the Services, Products and Template Licences are hosted by a third party, that third party’s computing systems and networks;
a. not use, or misuse, the Services, Products and Template Licences in any way which may impair the functionality of the Services, Products and Template Licences or Website, or other systems used to deliver the Services, Products and Template Licences or impair the ability of any other user to use the Services, Products and Template Licences or Website;
b. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services, Products and Template Licences are hosted;
c. 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
d. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services, Products and Template Licences or to operate the Website except as is strictly necessary to use either of them for normal operation.
- Unless otherwise specified in the Engagement Letter, this Agreement and all aspects of our engagement and our performance of the Services, Products and Template Licences are governed by, and construed in accordance with, the laws applicable in the State or Territory of the we office entering into this Agreement. Both you and we agree to irrevocably submit any disputes arising under this agreement to the exclusive jurisdiction of the Courts of that state.
- No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties, or the packaged offering is updated electronically and the acceptance of terms & conditions for the new packaged offering are accepted on or after the date of signature (digital or otherwise) of the Engagement Letter.
No amendment, modification or waiver of this Agreement or any of its provisions shall be binding upon the parties unless made in writing and signed by both parties. A failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance by either party to this Agreement of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.
- This Agreement supersedes all prior agreements and understandings (written and oral) between the parties for the performance of the Services, Products and Template Licences, and constitutes the complete agreement and understanding between the two parties unless modified in writing by both parties.
- You shall review on a continuous basis all Services, Products and Template Licences performed by us, and shall notify us, in writing, if all or any part of the Services, Products and Template Licences are not acceptable to it following delivery of all or such part of the Services, Products and Template Licences to be performed with a written explanation of the reasons the Services, Products and Template Licences have been deemed unacceptable. Upon such notice, we shall modify its performance of Services, Products and Template Licences so as to provide that the same will be acceptable to you were reasonable.
- Obviously, there are many issues to consider in this engagement and we ask that you consider all aspects of this letter to ensure that you are satisfied with the scope of our engagement. Please contact us if you have any queries about this letter. This agreement may be accepted by countersigning and returning this letter to the firm, by email.
Once you are satisfied with the terms of this letter, would you please have all persons sign and date both copies of this letter in the places indicated. One electronic copy should be forwarded to us as evidence of your acceptance of the terms of our engagement. You should retain the other copy as your evidence of our engagement. We note again that we are unable to perform any work for you until we receive the signed letter.
We thank you for the opportunity to provide Services, Products and Template Licences to you and your Practice and we look forward to developing a close accounting relationship with you for many years to come.