Terms of Service
These terms together with the terms in the Engagement Letter or the Service Proposal (collectively, the Proposal) form the entire agreement (the Contract) between Wilson & Assoc Pty Ltd (W&A) and the addressee(s) of the Proposal. Where there is a conflict between these terms and those of the Proposal, the Proposal terms will prevail. Unless otherwise agreed in writing, all services we provide will be covered by this Contract. This Contract replaces any previous agreements.
We will provide the services described in the engagement letter or Proposal (the services). You are responsible for determining that the scope of the services is appropriate for your needs. Unless otherwise specified,
- Timetabled dates are intended for planning and estimating purposes only and are not contractually binding;
- We will rely on the information that you provide and shall not be expected to verify that information;
- The services do not include the provision of legal advice or due diligence;
- If the services or your reliance on the services depend upon laws, regulations or interpretations by the Courts or Government agencies, we are not responsible for any changes in those laws, regulations or interpretations (whether or not having retrospective effect) which occur after the date of our report and are not required to notify you of such changes;
- The services are not designed to reveal fraud or misrepresentation. No audit will be performed, and no assurance will be expressed. Accordingly, we do not accept responsibility for detecting fraud or misrepresentation whether by directors, management, staff or external parties. However, we will inform you of any such matters that come to our attention.
- We are not responsible for the work of any other person who you engage to perform work in conjunction with our services;
We will provide the Services in accordance with the relevant professional standards issued by Chartered Accountants Australia and New Zealand (CA ANZ), and ethical standards issued by the Accounting Professional & Ethical Standards Board Limited (APESB).
Period of engagement
This Contract will be effective from the execution date for the specified tax year and will continue to be effective until revised or terminated in writing.
Revenue is taken as an indicator of your business scale and complexity. Therefore, service fees are based on revenue, service time and the level of skill and responsibility involved in providing the services.
Unless otherwise agreed, the fee specified in the Proposal is the minimum fee, subject to adjustments quarterly or at year-end for:
- Changes to your requirements, the service scope and deliverables.
- Annual revenue above the revenue specified in the proposal for revenue-based fee.
- Excess service time over the limit as specified in the Proposal where the fee is time-based.
- Reasonable incidental and necessary 3rd party costs as incurred while delivering the Services.
- CPI adjustments based on the Reserve Bank of Australia’s forecast rates
To the extent practicable, we will endeavour to discuss and agree in advance with you all charges and adjustments.
Unless otherwise agreed per the Specific Terms, payments terms are as follows:
- Tax returns: payment in advance and non-refundable.
- Monthly payments: 2 months upfront and on the 1st of each subsequent months. All instalment payments are accepted by direct debit and attract a 3% processing fee.
- Advisory: in advance.
- Project: in advance.
- Rebate: rebates are conditional upon upfront payment and forfeited by part payment and termination. Once forfeited we reserve the right to withdraw the rebate offer in full or in part as we see fit.
- Goods & Services Tax will be added where applicable.
- Our invoices are due for payment upon receipt. If payments are not received within 7 days, we reserve the right to suspend all services and charge interest on the outstanding amount at 3% p.a.
The Contract may be terminated by either party by written notice to take effect at the end of the quarter after the notice date (termination quarter-end). To be clear, quarter-ends are September 30, December 31, March 31 and June 30.
We are obliged to complete our services up to the termination quarter-end. You agree to pay us up to the termination quarter-end including:
- The revenue-based and time-based fees up to the termination quarter end, regardless of the payment terms.
- Rebates are based on the full year’s fee and are only viable if the full year’s service is used. It is our investment in client loyalty. As such, rebates are forfeited and void by termination for the current year up to the termination quarter end.
- Likewise, waivers are in gratuities for client loyalty and are only viable if the full years’ service is used. As such, waivers are forfeited and void by termination for the current year up to the termination quarter end.
- Reimbursement of any expenses incurred for and on this engagement.
Notwithstanding the contract termination, all provisions concerning the parties’ rights and obligations other than the satisfaction of service and payment obligations will continue to be effective and binding to both parties after the termination date (e.g., confidentiality & privacy).
You have obligations under tax law to keep complete and accurate records for five years and do so, in the case of a business, with an accounting system that meets the compliance requirements of the ATO.
You agree to accurate and timely information, and unfettered access to your system and information in order that we can deliver the services. Delays and incorrect information will affect the quality of our service and may cause extra work and fee.
You are responsible for the management and operation of your business, for deciding how you use our advice, for its correct implementation and successful execution.
Reliance on our work
Any time estimate provided is indicative only. All projections and recommendations are conclusions from the application of our professional methodologies and experience, based on your information and circumstantial context at the time. No assurance is expressed that actual outcomes will match projections. We claim no responsibility for our opinions or recommendations which may be rendered inaccurate by subsequent events, information, or legislative changes.
Our final written report or other final product of the services (our work) is prepared for use by only those to whom our work is addressed. Oral comments, draft reports and other communications made prior to the final written report do not represent our final conclusions and should not be relied upon.
Our report should not be relied upon by the addressees, or anyone else that may come into contact with them, in their personal capacities.
Limitation of Liability
Our liability is limited by a scheme approved under professional standards legislation.
Our liability for any loss or damage that you suffer caused by our breach of contract, tort including negligence, breach of fiduciary duty or other actionable wrongs of any kind shall be limited as follows:
- We shall have no liability for any consequential or indirect loss or loss of profit;
- Our liability will be reduced to the extent of any contributory negligence on your part and on any other parties involved;
- Our liability for loss shall in no circumstances exceed the amount of 3 times the total fees paid or such other amount specified as the liability cap in the engagement letter.
Time limit for claims
- No legal proceedings may be commenced later than two years after the date on which the party bringing the claim became aware or ought reasonably to have become aware of the act or omission on which the claim is based.
- In any event, no legal proceedings may be commenced more than four years after the date of the act or omission on which the claim is based.
To the maximum extent permitted by law, you agree to indemnify W&A its partners and staff and to hold each harmless against any liabilities, losses, expenses and other costs, including legal costs and the cost of W&A professional time reasonably incurred in connection with any claims, inquiries, investigations or similar matters whether made against them or you by any third party arising out of or in any way connected with the services.
Subject to any need to make disclosures required by law or professional ethical obligation, both parties agree that information or documents received by or provided to the other for the purposes of the Contract and provision of the services, or are marked confidential (confidential information) will be treated as confidential, except if the information:
- Is or becomes generally available to the public other than by a breach of the obligations under the Contract,
- Is known to the parties prior to entering into the Contract, or
- Is received from a third party who owes no obligation of confidence in respect of the information.
You agree that W&A may disclose confidential information:
- To our personnel to the extent necessary for providing the services
- To the CA ANZ or any party appointed by the CA ANZ to undertake to quality control reviews performed as part of its quality review process defined in the CA ANZ Rules;
- Once a completed transaction is no longer confidential, we may cite the performance of the services to clients and prospective clients as an indication of our experience;
- If necessary to meet any legal request from a government agency.
- We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss or delay of electronic communications.
Data Protection and Privacy
Each party to the Contract will comply with the data protection legislation, including the Privacy Act 1988 (Cth), in relation to any personal data shared in connection with the Contract.
You will provide W&A with only personal data that is required for the performance of the Contract. In respect of any personal data shared with W&A, you confirm you have the necessary authority for W&A to use it in accordance with the Contract, and that data owners have been given necessary information regarding its use.
Each party may process personal data for any of the purposes of:
- Performing the Contract;
- Security, quality and risk management activities;
- Complying with any requirement of law, regulation or professional body;
- Administering, managing and developing its business and services;
- Providing information about itself and its range of services
Each party may transfer personal data shared with it to any of its affiliates or contractors or subcontractors or suppliers in relation to any set of the purposes set out in the Third Party Involvement provision but may do so only where it has a lawful basis to, and appropriate or comparable safeguards required by applicable data protection legislation are in place to protect the personal data being transferred.
We may utilise third-party services to perform the Services and provide them with access to your data to the extent that this is required to perform the services. We will assume full responsibility for the delivery and quality of the services and our contractual obligations, and the Confidentiality and Data Protection and Privacy terms apply at all times.
Ownership of working papers
You acknowledge that
- the working papers that we produce in providing the services are our property. We have no obligation to disclose them to you or to anyone.
- we may destroy our working papers and other records relating to the services, in accordance with our policy relating to document retention.
Intellectual property rights in all documentation, systems, materials, methodologies and processes (tools) brought to and utilised by W&A in relation to the services or created in the course of providing the services, and in all working papers and reports, remain vested in W&A.
Subject to the requirement to treat confidential information as confidential any spreadsheet, database, system, technique, methodology, idea, concept, information or know-how developed in the course of the Contract may be used in any way we deem appropriate, including by or for our clients, without any obligation to account to you.
In the case of documentation or software prepared by W&A for you we may, on termination or completion of the Contract, retain one copy of such information as a professional record of our involvement.
Neither party may assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the other party, except that each may transfer its respective rights and obligations to a partnership or legal entity authorised to take over all or part of its business.
During this engagement and for a period up 12 months after its termination, the parties agree not to engage in activities that involve direct or indirect competition with each other, solicitation of the other’s clients and poaching of the other’s employees.
The Contract forms the entire agreement between the parties.
To the extent permissible by law all warranties, conditions, representations and liabilities or terms other than those expressly stated are excluded.
If any term of the Contract is held to be invalid the enforceability of the remainder of the Contract will not be affected.
Our legal obligation
We have a duty to act in your best interests, subject to our obligation to comply with the law and to act with professional integrity.
Circumstances outside the Parties control
Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control.
The Contract is governed by Australian law. We will aim to resolve any disputes in good faith. In the event of court proceedings, this engagement falls under the jurisdiction of the Courts of New South Wales.
Acceptance of terms
By signing on the first page of the Proposal, you confirm your understanding and acceptance of all the Terms of Service.