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Terms

Terms

ENGAGEMENT TERMS & CONDITIONS

These engagement terms and conditions apply to your engagement with Small Business Know How Pty Ltd for any services undertaken for you and/or your associated entities.

These terms and conditions continue to apply for all services for which we are or may, in the future, be engaged, unless otherwise agreed in writing or otherwise required by law. These terms and conditions, together with our associated engagement letter form the entire Agreement between us relating to the services. It replaces and supersedes any previous proposals, correspondence understandings or other communications whether written or oral.

NATURE & LIMITATIONS

PROVISION OF INFORMATION

The success of the services is dependent on your timely co-operation, including:

  • providing the materials and information we reasonably require from time to time for the services,
  • cooperation from your employees,consultants and advisors
  • making decisions promptly, to facilitate the performance of the services.

ESTIMATES OF TIME

If an estimate of time or fees for completion is provided it is given on the assumption that we receive your cooperation and commitment from employees in your organisation. If you do not provide, or delay in providing that co-operation, you agree that further costs may result. Where we receive incomplete or late information, this will delay our work and we cannot guarantee that we will be able to complete our work, sign any reports and lodge any documents on time. If penalties are incurred under these circumstances we will not be responsible for their payment.

There are provisions in the Taxation Administration Act 1953 that provide you (as from 1 March 2010) with “safe harbours” from administrative penalties for incorrect or late lodgement of returns if, among other things, you give us” all relevant taxation information” in a timely manner. This means that it is to your advantage to give us all information necessary for us to do the work.

NEED FOR INFORMATION

You agree to use reasonable skill, care and attention to ensure that all information we may reasonably require is provided on a timely basis and is accurate and complete. You agree to also notify us if you subsequently learn that the information provided is incorrect or inaccurate or otherwise should not be relied upon.

RESPONSIBILITY FOR INFORMATION

Any reports issued or conclusions reached by us shall be based upon information provided by you and on your behalf and we shall not be verifying its accuracy (unless we have expressly agreed or are required at law to do so). Accordingly, we assume no responsibility and make no representation with respect to the accuracy or completeness of any information or material provided by you or on your behalf. To the extent that any such information is inaccurate or incomplete, this could have a material effect upon the conclusions in our report.

APES 315 COMPILATION OF FINANCIAL INFORMATION

Financial Statements will be prepared in accordance with the mandatory accounting requirements of APES 315 “Compilation of Financial Information”.

PROCEDURES & OPINION

Our procedures use accounting expertise to collect, classify and summarise the financial information, which you provide, into a financial report. Our procedures will not include verification or validation procedures. No audit or review will be performed on the accounts or tax returns prepared and accordingly no assurance will be expressed. Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters that may come to our attention.

This engagement will be conducted in accordance with the relevant standards and ethical requirements of CPA Australia. Any advice given to the Taxpayer is only an opinion based on our knowledge of the Taxpayer’s particular circumstances.

MAINTENANCE OF ACCOUNTING RECORDS

The law places the responsibility for the maintenance of accounting records on you. Whilst we may review these records during the process of undertaking our work, we do not verify the truthfulness or accuracy of the figures or other information provided by you. Accordingly the aforementioned is your responsibility.

Any entity carrying on a business is generally required to keep records that support all transactions and other acts that are relevant for any purposes of the income tax law. An entity is specifically required to keep records of its calculations of taxable income and the tax payable and to produce them to the Commissioner when required to do so. Such records include documents containing particulars of any election, notice, estimate, determination or calculation made under the income tax law. Particulars showing the basis on which the estimate, determination or calculation was made must also be kept. These records must be retained for a minimum period of 5 years after the date of any income tax assessment for an income tax year.

Other relevant record-keeping requirements in the income tax law include specific requirements in relation to capital gains tax, losses and other provisions. For instance, records relating to Capital Gains Tax must be kept for a minimum period of 5 years after the disposal year’s income tax assessment issues. This includes acquisition details relating to capital gains assets. We can provide you with further assistance on specific record-keeping requirements should you require.

PENALTIES

We are required to inform you that significant penalties will be imposed by the authorities on discovery of:

a) Deliberate or inadvertent errors
b) Failure to pay taxes
c) Misstatements and omissions
d) Failure to supply information
e) Failure to lodge returns

TAX AGENT 

By accepting the terms of this engagement, you consent to the appointment of Small Business Know How Pty Ltd as your Tax Agent. Appointing us as your Tax Agent provides us with authority to prepare and lodge Australian Taxation Office documents and forms on your behalf, where appropriate and at our discretion. The documents and forms may relate to tax agent administration, income tax, Goods and Services Tax (GST), Pay As You Go (PAYG) and activity statement matters.

ASIC AGENT 

By accepting the terms of this engagement, you consent to the appointment of Small Business Know How Pty Ltd as your ASIC Registered Agent (where relevant). All companies are required to submit an Annual Company Statement to the Australian Securities & Investments Commission (ASIC) every year. ASIC levies a fee (current fee details are available on the ASIC website) for preparing and reviewing the Annual Company Statement. Small Business Know How Pty Ltd also charges an annual fee for maintaining the corporate register and acting as registered office.

GST & ACTIVITY STATEMENTS 

Where preparation and lodgement of Business Activity Statements are required, a general review of GST related transactions may be made if full details of such transactions are provided. However, our engagement cannot be relied upon to ensure correct GST treatment of all transactions. Responsibility for highlighting any transactions for review or detailed consideration is that of yourself and your staff.

AUDIT SERVICES

Small Business Know How Pty Ltd do not perform audit services. Where audit/assurance services are required, including in relation to a self-managed superannuation fund, referral to another aligned accountant will be offered.

FEES & SERVICES

FEES

Any estimates of fees will be provided and outlined in our engagement letter. If a fixed price agreement is contracted the fee installments are payable in advance.

PAYMENT OF OUR FEES

Time for payment of our fees and expenses shall be within seven (7) days of the date of any invoice. If payment of any invoice is not received within this period, we reserve the right to charge interest at a commercial rate per annum on the outstanding fees after the due date of the invoice. Where our fees are not paid within seven (7) days we may suspend provision of all services until all sums due are paid in full.

In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.

CONFIDENTIALITY & DISCRETION

Neither Small Business Know How Pty Ltd nor you will disclose confidential information without the other party’s consent unless otherwise required to do so by law.

Confidential information includes but is not limited to any proposal or tender document, information, trade secrets, methodologies or documents that are not in the public domain. Exceptions to these are disclosures to legal advisers, disclosures required by law and disclosures necessary for the proper performance of the services and as set out in these terms and conditions.

INTERNAL REVIEWS

We may disclose information to any other Small Business Know How Pty Ltd entity or use it for internal quality reviews.

EXTERNAL REVIEWS

Small Business Know How Pty Ltd is subject to quality control review programs conducted by CPA Australia. It is further agreed that our files may be made available under these programs with your prior written consent, which shall not be unreasonably withheld.

DATA PROTECTION

We may collect, use, transfer, store or otherwise process Client Information that can be linked to specific individuals (“Personal Data”). We will Process the Personal Data in accordance with our Privacy Policy, applicable law and professional regulations, including (without limitation) the Privacy Act 1988 (Cth) and the national Privacy Principles under that Act. You warrant that you have the authority to provide the Personal Data to us in connection with the performance of services and that the Personal Data provided to us has been processed in accordance with applicable law.

TERMINATION

Unless a fixed price agreement has been agreed between the parties, either party may terminate the engagement if the other party fails to remedy a material breach of the terms and conditions within 30 days of written notice of a breach. If the contract is terminated prior to the completion of the engagement, Small Business Know How Pty Ltd shall be entitled to be paid for work that has been completed or costs incurred based on the standard hourly rates for the work completed to date. On payment of all outstanding fees in full including those raised at termination of the engagement then all documents of yours held by us will be returned. If a fixed price agreement has been entered into, the arrangement can only be changed under the specific terms of that agreement.

LIMITATION OF LIABILITY

SKILL AND CARE

Small Business Know How Pty Ltd will use reasonable skill and care in the provision of the services. To the extent permitted by law, Small Business Know How Pty Ltd excludes all warranties, conditions or terms, other than those expressly set out in these terms and conditions including, but not limited to, all warranties, conditions or terms implied in fact or by law. Nothing in this clause has the effect of excluding, restricting or modifying any non-excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the Trade Practices Act 1974 (Cth) (or any other Act). Liability limited by a scheme approved under Professional Standards Legislation.

LIMITATION OF REMEDY

In all instances, other than as expressly set out in these terms and conditions, the total aggregate liability of Small Business Know How Pty Ltd to the client for loss or damage (including indirect and consequential loss or damage), caused by, resulting from, or in relation to the services, including whether arising from breach of contract, negligence, or any other tort,in equity or otherwise, and whether or not Small Business Know How Pty Ltd was advised of the possibility of such loss or damage, is limited (to the extent permitted by law) to an amount equal to ten times the fees paid by the client to Small Business Know How Pty Ltd in respect of the services.

LIABILITY CAP

The client agrees that, where the Professional Standards Bill 2004 (QLD) or similar legislation in any state or federally (“the Act”) applies to limit the liability of Small Business Know How Pty Ltd, it overrides any clause in these terms and conditions that provides for a limit of liability in excess of the amounts provided by the Act, but does not override any clause that provides for a limit of liability below the amounts provided by the Act.

GOVERNING LAW & DISPUTES

APPLICABLE LAW

This contract shall be governed by and interpreted in accordance with the laws of the State of Queensland and the Courts of that State have exclusive jurisdiction in relation to any claim, dispute or difference concerning the contract and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.

COMPLAINTS

As required by CPA Australia we have established policies and procedures to deal appropriately with complaints and allegations that the work performed by us fails to comply with professional and regulatory and legal requirements. Any such complaint or allegation are to be directed to the firm’s Director, Dianne Kennedy. If the complaint or allegation relate to the Director, you may direct the complaint to the Manager, CPA Australia.

OUR RELATIONSHIP WITH YOU

We will perform the Services using reasonable skill and care. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the services.

YOUR RESPONSIBILITIES

You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services. To the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights. We will rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

OUR REPORTS

Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (“Reports”), other than Client lnformation, are for your internal use only (consistent with the purpose of the particular Services). You may not disclose a Report (or any portion or summary of a Report), or refer to us or to any other Firm in connection with the Services, except:

a) to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the Services,
b) to the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify us),
c) to other persons (including your affiliates) with our prior written consent, who have executed our access letter, who may then use it only as we have specified in our consent, or

If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided. You shall inform those to whom you disclose a Report that they may not rely on it for any purpose without our prior written consent. You may not rely on any draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.

INTELLECTUAL PROPERTY RIGHTS

We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own or
license in performing the Services.

Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and ownership of any working papers compiled in connection with the Services (but not Client Information reflected in them).

Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves as permitted by this Agreement.

FORCE MAJEURE

Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

MISCELLANEOUS

This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.

Both of us may execute this Agreement (and modifications to it) by electronic means. Both of us must agree in writing to modify this Agreement.

You represent that the person signing this Agreement on your behalf is expressly authorized to execute it and to bind you and any of your affiliates or others for whom Services are performed to its terms.

Neither of us may assign any of our rights, obligations or claims under this Agreement.

If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise):

a) the Cover Letter,
b) the applicable Engagement Letter or Fixed Price Agreement and any annexes thereto,
c) these General Terms and Conditions, and
d) other annexes to this Agreement.

We may use your name publically to identify you as a client, but we may refer to you in connection with the Services only if, in doing so we do not disclose any of your confidential information, or it is a matter of public knowledge that we are providing them (or have provided them).

CONTACT US

Brisbane

Unit 38, 62 Coora Street
WISHART QLD 4122
t: +61 7 3343 3796
e: admin@smbknowhow.com.au