Updated 1 October 2021
M G Arthur & Associates Pty Ltd has set out in this document our basic terms and conditions (the "Terms and Conditions"), which together with our Engagement letter (together called "the Costs Agreement"), will apply to all work performed by Us for You with respect to this Engagement.
Performance of the Services
Interpretation
In these terms and conditions:
Additional Clients means any persons or entities who You have instructed us to undertake work for who is not a Principal Client, including but not limited to individuals and entities listed in this Cost Agreement.
Costs Agreement means the agreement comprised of the Engagement Letter and these Terms and Conditions.
Engagement Letter
means the letter under which You engaged Us that was provided with these Terms and Conditions.
Principal Client means the persons or entities described as a Principal Client in the Engagement Letter or who have signed an Accession Agreement.
You means each Principal Client and the Additional Clients (if any).
We, Us or Our means or refers to M G Arthur & Associates Pty Ltd.
1. Who May Instruct Us
You confirm that You, and any other person you nominate from time to time, are authorised to give Us instructions and information on behalf of all Principal Clients and Additional Clients to receive Our advice and documents on their behalf. This includes any staff member or bookkeeper associated with Your business. Where there is more than one Principal Client, We may take instructions from either of them.
If We are acting for a business, and We receive conflicting instructions, 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.
2. You and Your Spouse/Partner
We will advise You and your spouse/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.
3. Know Your Customer (KYC)
We may be required to verify Your identity for the purposes of anti-money laundering laws and Our obligations under the Tax Agents Services Act 2009 (Cth). We may request from You such information as We require for these purposes and make searches of appropriate databases.
4. Your Responsibilities, Obligations & Rights
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.
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.
The Tax Agents Services Act requires Us to advise You of Your rights and obligations where We are acting for You on taxation matters. In relation to the taxation services provided:
You must retain original copies of all data provided to and by Us. We adhere to industry best practice guidelines to prevent data loss, including secure back-ups of all client data but do not make any guarantees that there will be no loss of data. We expressly excludes liability for any loss of client data.
You must not use the Our logo on any websites or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent.
You are responsible to ensure that all username and passwords required to access Our services and cloud softwares are kept secure and confidential. You must immediately notify Us of any unauthorise use of Your passwords or breach of security.
You agree that We do not accept any liability for the content or performance of any third party website accessed through our website, nor endorse or approve the contents of any such site. We do not give any warranty that our website is free from viruses or anything else which may have a harmful effect on any technology.
5. Qualifications on Our Services
Our services are limited to the services specified in the Engagement Letter, subject to the following qualifications.
You are responsible for recording and reporting PAYG, super guarantee, workers compensation insurance, land tax and other matters not specifically listed in this engagement. Other than specific advice sought or a specific form that We lodge in accordance with Your express instructions, We are not engaged by You in relation to such matters.
We do not provide any financial planning advice at any stage.
Where We are engaged to process payroll for your business entity, We do not provide any advice on employment law, nor hold responsibility for its implications for You as an employer. You should obtain legal advice on Your employment law obligations.
Where We are engaged to represent you as your ASIC agent for secretarial services, We do not hold or maintain Your corporate register. Our secretarial services are limited to the following:
We cannot and will not advise You on Your obligations under the Corporations Act. In particular, and without limitation, We cannot and will not provide You with advice on whether You are a disclosing entity under the Corporations Act. You should seek legal advice on Your obligations under the Corporations Act, including on any obligations to report to ASIC or on the application of the Corporations Act to any transaction undertaken by You.
6. Reliance on Information Provided
You are responsible for the reliability, accuracy and completeness of the particulars and information provided to Us.
You are also responsible for retaining paperwork for as long as legally required.
Where We review or record your accounting journals in MYOB/XERO or other accounting software, We do so based on information provided by You and hold no responsibility to confirm the accuracy or authenticity of the information contained in the accounting software.
You are responsible for reviewing any reports and returns prepared by Us before lodgement and to confirm the information contained in such reports and returns is complete and accurate.
You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
We confirm that ;
As a result, no audit or review will be performed by Us and, accordingly, no assurance will be expressed by Us. 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.
Statements/Returns may be provided to the directors/members of the corporate client, partners of partnership clients, or the trustee/beneficiaries of the trust client, for the agreed purpose. There is no assumption of responsibility for any reliance on Our report by any person or entity other than You. 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.
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 lodgment penalties you may incur.
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 below and those amendments will not apply prior to such termination.
7. Reliance on Advice
From time to time, we will provide You with advice incidental to other work We perform. Any advice provided will be based on our understanding of Your circumstances. Our advice may be given verbally, in an email or in a formal letter of advice. The tax laws are complex and, accordingly, if You require certainty as to Your tax position You should instruct us to provide a formal letter of advice or obtain a ruling from the ATO.
Separately, We may provide general information either through website or social media (e.g. in form of blogs or newsletters) or in direct communication with You. This information is generic in nature.
It is not reasonable for You to rely on any advice given verbally, by email or through website and social media without obtaining a formal letter of advice or a ruling from the ATO. We do not accept responsibility if You rely upon advice given verbally, via an email or through website and social media.
8. Investment and Financial Advisory Advice
We will not provide You with investment or financial advice regulated under the Corporations Act 2001 (Cth) unless We have expressly agreed to do so in writing, specifying an applicable Australian Financial Services License number.
9. 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.
10. Conflict 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.
11. Fees
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. An indicative range for some of the engagement elements are listed below;
Engagement Elements | Fee Range (+GST) |
---|---|
Investment Entity (Company or Trust) Financials and Tax Returns | $750-$3,500 per entity per year |
Business Entity Financials and Tax Returns T/O <$2m | $3,500-$5,000 per business entity per year |
Business Entity Financials and Tax Returns T/O >$2m | $5,000-$20,000 per business entity per year |
SMSF Financials and Tax returns | $1,500-$4,500 per Superfund per year |
BAS Returns | $190-$750 per BAS Return |
FBT Returns | $350-$750 per FBT Return |
Individual Returns | $190-$1,500 per individual per year |
Annual ASIC Renewal and Solvency Resolution | $90 per entity per year |
Update contact details with ASIC, ATO and ABR | $90 per entity |
Administration services including letters for banks, copies of ATO accounts, managing ATO remissions and payment plans etc. | Relevant Hourly Charge |
Business and Tax Advisory and audit representation | Relevant Hourly Charge |
The above Fee Range has been calculated keeping in mind charge out rate of various level of staff, including professional staff and administration staff. A schedule of hourly charge out rate for staff can be provided upon request.
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.
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.
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. Any disbursements and expenses We incur in the course of performing Our services will be added to Our invoices where appropriate. Our fees are subject to review on annual basis.
12. Payment Terms
We will bill upon completion of each activity or on a monthly or quarterly basis, as may be suitable. Our fees set out in our engagement letter are exclusive of GST which will be added to Our invoice where it is chargeable.
Our invoices are payable strictly within 14 days from date of invoice.
You consent to Us sending Our invoices to you electronically at Your usual email address You use for communicating with us.
We will charge interest at the general interest charge rate prescribed by section 8AAD of the Taxation Administration Act 1953 (Cth) as applies from time to time on any amounts unpaid after the expiry of 14 days after a tax invoice is given to You.
If any rebates or discounts have been extended in Our invoice, the same may be reversed if the invoice is not paid within payment terms, solely at Our absolute discretion. In the event that We incur legal expenses to enforce any provision of the Costs Agreement, We will be entitled to recover such legal expenses, including, without limitation, legal fees on an indemnity basis, costs and disbursements, in addition to any other relief to which We shall be entitled.
Where you request us to charge your credit card, we will treat the information given as per Clause 14. Confidentiality and Clause 15. Privacy of this Terms and Conditions. Where you use our online services for credit card payments, we do not hold any responsibility for misuse or inappropriate use of the card. Additional service fee may be charged for credit card payments.
13. Client Monies
We do not maintain a trust account and do not manage any third party payments (including payments to ATO or ASIC) on Your behalf.
14. Confidentiality
We will take all reasonable steps to keep your information confidential, except where:
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.
You expressly authorise us, in signing our letter of engagement, to publicly state that any Principal Client or Additional Client is a client for promotional purposes.
15. Privacy
Your personal information will only be used for the purposes for which it is collected or in accordance with the Privacy Act 1988 (Cth) (as amended). For example, We may use your personal information to provide advice and recommendations that take into account Your personal circumstances.
Depending on the nature of the work We do for You or any of the entities covered by this engagement, the types of bodies to whom we may disclose Your personal information include any Principal Client or Additional Client, the ATO, ASIC, Revenue NSW, solicitors and barristers, the courts or tribunals, the Chartered Accountants Australia and New Zealand, CPA Australia, and any outsourced service providers we may engage as independent contractors.
Our privacy policy provides further details of our privacy practices. This is available here.
16. 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. Accordingly You are prohibited from disclosing such material without our express consent.
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 BAS returns, Financial Statements and Tax Returns. Ownership of these documents will vest in You. All other documents produced by Us in respect of this engagement are part of Our intellectual property and will remain the Our property.
We confirm that:
17. 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 principals, partners, directors, shareholders or employees in their personal capacities.
To the maximum extent permitted by law, We are not liable to You for:
18. Limitation of Third Party Rights
Our advice and information is for Your sole use, and We accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on Our work.
19. Termination by Us
We may cease to act for You or refuse to perform further work for you, including:
We will give You 21 days written notice of termination of Our services.
You will be required to pay Our fees, charges, expenses and disbursements incurred up to the date of termination.
20. Termination by You
You may terminate Our services by written notice at any time.
If You terminate Our services, You must pay Our fees, charges, expenses and disbursements incurred up to the date of termination, including for works completed but not billed and works in progress yet to be completed.
On termination, whether by You under this clause or by Us under the preceding clause, if You request Us to provide any documents to You or to Your new accountants, we may charge You a reasonable fee of between $450+GST and $900+GST for arranging the documents to be provided.
21. 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.
22. Applicable Law
Our engagement is governed by NSW law. The courts sitting in that NSW will have non-exclusive jurisdiction in relation to any dispute between us.
23. 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.
24. Disputes and Complaints
If you have any concerns about our costs or services, please speak to the Practice Manager of our practice as first point of contact. 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.
25. Third Party Responsibilities
We may from time to time engage third party specialist professionals and other public practitioners, where warranted to obtain the advice you need or to assist us to provide our service to you. These may include cloud service providers and outsourced service providers.
In performing our duties we allow our staff to work from home and from locations outside of our office premises. We also engage staff in overseas locations, particularly in Sri Lanka and India. The concerned personnel work subject to confidentiality obligations and only access your information on our servers through remote access
We may utilise outsourced service providers and cloud computing service providers, including:
In conducting our services, we may engage advisors, solicitors, auditors and expert specialist such as quantity surveyors, business and property valuers, bankers, mortgage brokers, template document providers and others, on your behalf. We may also engage other cloud solution providers from time to time.
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.
Acceptance of our services in conjunction with this engagement document indicates your acceptance of the use of outsourced services as described above.
26. Audit Insurance Cover
As part of Accountancy Insurance policy (underwritten by Vero), we offer you the opportunity to subscribe for a cover for accounting and legal fee, in case any tax obligations are audited by relevant government authority. This may give you peace of mind in not having to pay for all or part of our fee, in case there is an audit. More details and terms of the policy can be provided on request.
27. Responsibility for Payment of Fees and Breach of Agreement
By agreeing to these terms, You irrevocably and unconditionally agree to pay in full to Us any fees charged by Us for any Principal Client or Additional Client, as and when due, regardless of any defense, right of set-off or counterclaim that You may assert.
Your obligation to pay the fees may be satisfied by direct payment of the fees charged by Us or by causing the Principal Client or Additional Client to which the fees relate to pay such amounts to Us.
For the avoidance of doubt each Principal Client and each Additional Client is jointly and severally liable for the fees for each other Principal Client and Additional Client that is payable under the Costs Agreement.
Each Principal Client and each Additional Client, jointly and severally, shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) suffered or incurred by Us arising out of or in connection with any breach of or negligent performance or non-performance of the Costs Agreement any Principal Client or Additional Client, including without limitation, a failure or refusal to pay our fees within 14 days of the date of the invoice.
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