Terms and Conditions
Client Engagement Terms & Conditions
- Who may instruct us
You confirm that you, and any other person you nominate in writing from time to time (provided we have acknowledged such nomination), are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our advice and documents on their behalf.
If we are acting for an entity, and we receive conflicting advice, information or instructions from different persons, we may refer the matter to the board of directors, partners, or proprietors (as applicable) and act only as requested by them.
- You and your spouse or partner
We will advise you and your spouse or partner on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.
- Know your customer
We may be required to verify your identity for the purposes of the anti-money laundering laws. We may request from you such information as we require for these purposes and make searches of appropriate databases.
- Your responsibilities
You must provide us with all information necessary for dealing with your affairs including information which we reasonably request, in sufficient time to enable our services to be completed before any applicable deadline. We will rely on such information being true, correct and complete and will not audit the information [except to the extent we are specifically engaged to provide audit-related services].
You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.
You must keep us informed on a timely basis of changes in your circumstances that may affect our services.
A taxpayer is responsible under the self-assessment system to keep full and proper records in order to facilitate the preparation of a correct return. Whilst the Commissioner of Taxation will accept claims made by a taxpayer in an income tax return and issue a notice of assessment, usually without adjustment, the return may be subject to later review. Under the taxation laws such a review may take place within a period of up to five years after tax becomes due and payable under the assessment. Furthermore, where there is fraud or evasion there is no time limit on amending the assessment. Accordingly, you should check the return before it is signed to ensure that the information in the return is accurate.
Where the application of a taxation law to your particular circumstances is uncertain you also have the right to request a private ruling which will set out the Commissioner’s opinion about the way a taxation law applies, or would apply, to you in those circumstances. You must provide a description of all of the facts (with supporting documentation) that are relevant to your scheme or circumstances in your private ruling application. If there is any material difference between the facts set out in the ruling, and what you actually do the private ruling is ineffective.
If you rely on a private ruling you have received, the Commissioner must administer the law in the way set out in the ruling, unless it is found to be incorrect and applying the law correctly would lead to a better outcome for you. Where you disagree with the decision in the private ruling, or the Commissioner fails to issue such a ruling, you can lodge an objection against the ruling if it relates to income tax, fuel tax credits or fringe benefits tax. Your time limits in lodging an objection will depend on whether you are issued an assessment for the matter (or period) covered by the private ruling.
- Tax agent services
Since the 1 March 2010, a regime for the regulation of tax agents has taken effect under the Tax Agent Services Act 2009 (TASA) and accompanying regulations. 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.
Additional details about the “safe harbour” protection can be found on the Tax Practitioners Board Website: www.tpb.gov.au – safe harbour.
- Qualifications on our services
To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.
You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
Our services are limited exclusively to those you have engaged us to perform. Unless otherwise specified in the engagement letter, our services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.
Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with item 19 below and those amendments will not apply prior to such termination.
- Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.
- Investment and financial advice
We will not provide you with investment or financial product advice regulated under the Corporations Act 2001 (Cth) unless we have expressly agreed to do so in writing, specifying an applicable Australian Financial Services Licence number.
- Professional obligations
We will comply with the professional and ethical standards of the Accounting Professional and Ethical Standards Board, available at apesb.org.au. This includes APES 110 Code of Ethics for Professional Accountants (including Independence Standards), which among other things contains provisions that apply if we become aware of any actual or potential ‘non-compliance with governing laws or regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as serious adverse consequences to investors, creditors, employees, auditor, group auditor or the public), we may be required to disclose the matter to an appropriate authority.
- Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you (including between the various persons this engagement letter covers) or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we will be unable to provide further services to some or all of the persons to whom this engagement applies. If this arises, we will inform you promptly.
We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality referred to above.
- Fees and payment
Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, importance and value of the advice, as well as the level of risk.
If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.
We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.
Unless covered by a fixed fee or other arrangement as set out in your engagement letter our fees will be billed as work progresses. Our invoices are due for payment withing 14 days of issue.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by the ATO. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are to be paid by someone else.
Any disbursements and expenses we incur in the course of performing our services will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with your approval.
We may charge interest on late paid invoices at the rate of 3% above the RBA cash rate. Where payment of fees are unduly delayed we may temporarily suspend our services or cease to act for you on giving written notice.
It is our requirement that the owners/directors of the engaged entity personally guarantee the payment of all accounts for professional fees, including out-of-pocket expenses rendered by us from time to time. In the event of default, you may be liable for any legal costs or commissions payable to a collection agency associated with the recovery of the debt.
We intend to exercise these rights only where it is fair and reasonable to do so.
- Lien
If permitted by law or professional guidelines, we may exercise a lien over all materials or records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
- Client Monies
We maintain a trust account for dealing with client monies on their behalf. We can only accept money into our trust account on your behalf if you have provided us with a written trust account authority letter which details the authority given to us in relation to that trust money.
- Confidentiality
We will take all reasonable steps to keep your information confidential, except where:
- we need to disclose your information to our service providers (including auditors of client monies if applicable) or regulatory bodies in performing the services, our professional advisers or insurers or as part of an external peer review from time to time. Our files may also be subject to review as part of the quality review program of Chartered Accountants Australia and New Zealand and Tax Practitioners Board. By accepting this engagement you acknowledge that, if requested, our files relating to this engagement will be made available under these programs. We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis;
- we are required by law, regulation, a court of competent authority, or those professional obligations referred to in item 8 above, to disclose the information;
- we provide limited information (but only to the extent reasonably necessary) to potential purchasers (or their professional advisors) of our practice but we will take reasonable steps to ensure that any such recipient keeps the disclosed information confidential; or
- you give us permission to disclose the information.
We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices. We will continue to hold such information confidentially.
- Privacy
You must make all necessary notifications and obtain any necessary consents for us to process personal information you provide to us. We collect and use that personal information for the purposes of providing the services described in the engagement letter to you and we will comply with the Privacy Act 1988 (Cth) when processing that personal information. Our privacy policy provides further details of our privacy practices.
- Ownership of materials
We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by you only for the purpose for which you have engaged us.
All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. We will retain these papers in accordance with our normal record keeping practices in accordance with our professional and legal obligations.
You agree we can use your logos and trade marks for the sole purpose of providing advice to you in connection with the engagement, unless you tell us otherwise.
- Limitation of liability
Our liability is limited by a scheme approved under Professional Standards Legislation.
You agree not to bring any claim against any of our partners or employees in their personal capacity.
To the maximum extent permitted by law, we are not liable to you for:
- indirect, special or consequential losses or damages of any kind; or
- liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these terms.
- Limitation of third party rights
Our advice and information is for your sole use, and we accept no responsibility of any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
- Termination
Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where a conflict of interest has arisen, you fail to cooperate with us or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately. Termination will not affect any accrued rights.
- Communication
You must advise of any changes to your contact details. We may send any communications to the last contact details you have provided. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication, whether electronic, postal or otherwise. We are not responsible for any such matters beyond our control.
- Applicable Law
This engagement is governed by the laws of the state or territory in which the Roberts + Morrow office of person who is responsible for this engagement is located. The courts sitting in that state or territory will have non-exclusive jurisdiction in relation to any dispute between us.
- Interpretation
If any provision of the engagement letter or these terms is void, that provision will be severed and the remainder will continue to apply. If there is any conflict between the engagement letter and these terms, these terms prevail.
- Disputes and complaints
If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter. To resolve your concerns we have policies and procedures in place to deal appropriately with complaints and will use best endeavours to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
- Third party responsibilities
We utilise outsourced service providers and cloud computing service providers, including:
- Xero including Xero Practice Manager (XPM) hosted in Amazon Web Services (AWS) in servers located in the United States; and
- Business Fitness is hosted in Microsoft Azure with servers located in Australia; and
- Now Infinity is hosted in Amazon Web Services (AWS) on servers located in Australia; and
- FYI Docs is hosted in Amazon Web Services (AWS) on servers located in Australia; and
- MYOB AccountRight and MYOB Business is hosted in Microsoft Azure with servers located in Australia; and
- Microsoft (including Exchange Online, Microsoft Teams, OneDrive, SharePoint and Viva Connections) is hosted on servers located in Australia and Asia Pacific; and
- Class is hosted in Amazon Web Services (AWS) on servers located in Australia;
- and other third parties from time to time and as separately notified to you.
To perform the services, we may provide these third parties with access to your data to the extent this is required to perform the services.
Your data will be stored in accordance with the security practices of the third party service provider and our Privacy Policy.
- Consumer Data Rights
You may consent for an Accredited Data Recipient under the Consumer Data Right (CDR) to disclose your CDR data to us. You may nominate us as your Trusted Adviser for this purpose. As your Trusted Adviser, we will only access the data necessary to provide the services in this engagement letter.