Terms and Conditions
You may accept the Terms and Conditions of the Contract by signing and returning to us a copy of the Engagement Letter issued to you or by other conduct, the type of conduct that will constitute acceptance is commencing or continuing to provide us with instructions.
You acknowledge and warrant that you have obtained all the necessary authorisations to enter into and perform the Contract.
1. Definitions
In these Terms:
"ACL" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;
"Client" or "you" means the person, jointly and severally if more than one, acquiring goods or services from us;
"Consumer" means is as defined in the ACL and in determining if the Customer is a consumer, the determination is made if Client is a consumer under the Contract;
"Contract" means the Terms and Conditions, Engagement Letter or services requested by you;
"Engagement Letter" means the engagement letter attached or sent with the Terms and Conditions;
"GST" means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;
"Reed Advisory", "we" or "us" means Reed Advisory Pty Ltd (ABN 15 617 155 951);
"party" or "parties" means both the Client and Reed Advisory; and
"Services" means the scope of the Services specified in the Engagement Letter or as instructed by you or as varied in accordance with these Terms and Conditions.
2. Interpretation
In the case of inconsistency between these Terms and Conditions and the terms of the Engagement Letter, the terms of the Engagement Letter will prevail. A reference to a paragraph is a reference to a paragraph of these Terms and Conditions.
3. Timing
Dates set out in the Engagement Letter or as agreed between you and us in relation to when the Services will be performed by us are intended for planning and estimating purposes only and are not contractually binding on us.
4. Communication
We will send all communications to the address you nominate. Therefore, it is essential you keep all contact and address details current.
We may communicate with you by email. Electronically transmitted information may not appear in the same format in which it is sent, may be subject to delays or failure in transmission, can be copied and edited, and may contain computer viruses. To the extent permitted by law, we are not liable for any loss or damage if this occurs.
Please let us know if you do not want us to communicate electronically with you.
5. Information and access
You must provide us promptly with the following (as may be required for the proper performance of the Services) and we may charge additional fees and expenses if you fail to do so (in addition to any other rights we may have):
a. all information as may reasonably be required for the proper performance of the Services;
b. access to files, records and information technology systems, to premises, to third parties where applicable and to people (whether management or staff) with relevant skills and experiences; and
c. all resources that are reasonably necessary to ensure timely approval, development and sign-off of all project plans, specifications, accounts and deliverables.
We are entitled to rely on the accuracy of and completeness of the information (written or oral) provided to, or obtained by, us, whether the information is provided by, or obtained from, you, your representatives, or your advisers. We will not verify the accuracy or completeness of such information, unless provided for in the Services.
You undertake that, if anything occurs after information is provided by you to us, to render such information untrue, unfair or misleading, you will promptly notify us and, if required by us, 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, directors or staff of Reed Advisory who are not engaged in the provision of the Services, will not be deemed to have been made available to the individuals within Reed Advisory who are engaged in the provision of the Services.
6. Staffing
The director who signs the Engagement Letter or liaises with you, is the director primarily responsible for performance of the Services. At times, it may be necessary for other directors or professional staff other than those referred to in the Engagement Letter to become involved in providing the Services. If you have any concerns in relation to the staffing of your matter, please contact the director primarily responsible for performance of the Services.
7. Engagement of third parties
We may need to engage (as your agent or as principal) other firms or experts within or outside of Australia, in order to properly provide the Services. We will consult you about the terms of this engagement. If you do not consent to the engagement we may decline to provide all or part of the Services.
Where we engage third parties as your agent, we may ask you to provide us with sufficient funds in advance to pay their fees.
8. Scope of Services
The Contract (including the scope of Services) may be varied by either you or us. If you wish to extend or alter the agreed Services, or if we need to undertake additional work, then the variation request must be in writing; acceptance or rejection of the variation request will occur by either written consent or written rejection. A party must notify the other party if they accept or reject the variation of the scope of Services or if they wish to negotiate the proposed variations within 7 days of being notified of the variation request. The extension or alteration to the Services will form part of the Services under these Terms and Conditions.
9. Independence
You must not without our consent, during the provision of the Services, and for a period of six months thereafter, make any offer of employment to a director or employee of Reed Advisory.
Breach of these conditions will render you liable to pay liquidated damages equal to 20% of that person's total annual remuneration.
10. Conflicts and disclosure of other client interests
Where we become aware that your interests are in conflict with one or more of our other clients' interests, or there is potential for conflict, we will discuss with you and those clients arrangements and practices to protect each client's interests.
If such a situation arises, despite our best efforts, and cannot be satisfactorily addressed, we may terminate the Contract immediately upon notice to you. We will not be liable for any loss or damage suffered by you as a result of such termination.
11. Confidentiality
In this paragraph, "Confidential Information" means all information which either party receives or produces in connection with the Services and includes our working papers but does not include any information which:
a. is or becomes generally available to the public other than as a result of a breach of this paragraph;
b. is known to either party prior to the commencement of the Services; or
c. is received from a third party who owes no obligation of confidence in respect of the information.
Neither the Client nor Reed Advisory may disclose Confidential Information about or belonging to the other without the other's consent unless otherwise required by law.
Notwithstanding the above, Reed Advisory may disclose Confidential Information:
a. if required for the proper performance of the Services;
b. if required to do so by rule or regulation applicable to Reed Advisory or by any person or body responsible for regulating our business; or
c. to our advisors and insurers.
Further, by entering into the Contract, you authorise us to publicise that we have acted for you and to cite the performance of the Services as an indication of our experience. You may withdraw this authorisation by written notice to us and we will use our reasonable endeavours to cease such use that is within our control.
12. Intellectual property
We own the copyright and all other intellectual property rights in everything we create in the course of providing the Services or in connection with the Contract.
We may use or develop software, including spreadsheets, databases and other electronic tools ("tools") in providing the Services. If we provide these tools to you, you acknowledge that they are not your property, were developed for our purposes and without consideration of any purpose for which you might use them, are made available on an 'as is' basis for your use only, and must not be distributed to or shared with any third party. We make no representation or warranties as to the sufficiency or appropriateness of the tools for any purpose for which you or a third party may use them. Any tools developed specifically for you and any restrictions on their use will be covered under the Engagement Letter or other means.
You must own or have the right to provide any information that you provide to us.
You consent to us inserting your logos and other similar intellectual property on our deliverables where appropriate unless you notify us to the contrary. You must not use the Reed Advisory name or logo in any public statement or website without firstly obtaining our written consent.
13. Fees and expenses
Fees
Our general fees for the Services will be charged on the basis set out in the Engagement Letter or as agreed or at our hourly rates. Fees referred are expressed exclusive of GST unless otherwise stated. To the extent that fees are expressed exclusive of GST, you are also liable to pay any GST arising in respect of such fees or the services to which such fees relate. This is subject to us providing you with a valid tax invoice.
Our fee rates may be varied by us from time to time by notice in writing to you. Such variation takes effect upon the date stated in such notice .
Expenses
All out-of-pocket expenses incurred in connection with the provision of the Services (including fees, costs or expenses in relation to the engagement of other firms or experts under paragraph 7) will be charged to you at cost (net of any GST input tax credit to which we are entitled) plus GST as applicable.
Except in cases of urgency, or where otherwise provided in these Terms and Conditions, we will obtain your approval before incurring any significant or extraordinary expenses, not specified in the Engagement Letter or as agreed between you and us. If we receive any legally enforceable notice or demand issued by any third party, including the Australian Taxation Office, the Australian Prudential Regulatory Authority, the Australian Stock Exchange, the Australian Securities & Investment Commission, any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services, you agree to pay our reasonable professional costs and expenses in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.
14. Payment and Default
Fees and expenses will be invoiced as work progresses and are payable within 14 days unless otherwise specified.
Payment by cheque is not deemed made until the proceeds of the cheque have cleared.
Time for payment is of the essence.
If within 30 days after payment has been demanded an account remains unpaid, or you do not pay money in advance that we have requested, we may cease work until we are paid or terminate the Contract immediately by notice to you. We my also charge you at the rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic). Additionally, we have a lien over any of your documents that we hold and we may retain possession of all such documents until our account is paid in full. The lien extends to all documents of yours that we hold and not merely those, which relate to the engagement in respect of which fees remain unpaid.
15. Privacy - our obligations
We are committed to complying with the Federal Privacy Act 1988 and National Privacy Principles.
We collect the contact details of our clients, as well as the contact details of people who subscribe to our mailing lists or attend our seminars. We collect this information in order to provide our services, to communicate new accountancy related developments and to provide you with information about our firm. By engaging us, you consent to our use and transfer of any such personal information.
We maintain a contact database in order to manage our dealings with you (eg to contact you for the purposes of providing you with advice or to provide you with other information from time to time). Unless you tell us otherwise, we will continue to use the contact information we have about you in this way. Accuracy of information is important to us. You have the right to ask us to update or correct your personal information when it is inaccurate, incomplete or out of date. If you wish to access the personal information that we hold about you then you may send such a request in writing to us.
16. Files and records
You agree that we may keep your files and documentation in electronic form.
We will retain your files and documentation for a period of seven years (or as otherwise set out in our document retention policy from time to time).If you do not tell us otherwise in writing, we may destroy your files and documentation after this time without any further notice to you. Our document retention policy is available on request.
Where we are to hold material on your behalf for safe storage purposes the arrangements must be agreed in writing in advance of our taking physical possession of the material. We reserve the right to charge for such storage according to volume of material and period of storage and to require appropriate insurance arrangements to be entered into at your expense.
17. Electronic presentation and filing of information
If the Services involve statutory audit or statutory review work, and you intend to electronically present this information on your web site, you are responsible for the security and controls over the information on the web site to maintain the integrity of the data presented.
Prior to filing information containing or referring to any of our reports with regulators or including the information in any public document you must obtain our prior written consent.
18. Exclusions and limitations of liability
You indemnify Reed Advisory for any claims, demands, causes of action, losses and damages (including potential losses), business interruptions, loss of data, failure to realise anticipated savings or benefits whatsoever incurred by or awarded against you (whether or not Reed Advisory has been advised of the possibility of such expense, loss, damage or costs), goodwill, liabilities, costs (including legal costs on an indemnity basis) or expenses (including any GST payable by Reed Advisory on amounts paid by you under this indemnity) ("Loss") that may be suffered or incurred by us as a result of any breach by you of a term of this Contract.
Except to the extent of any liability imposed by the ACL, the applicable jurisdiction if the Services are being provided outside of Australia, or to the extent provided by a scheme approved under the application of Professional Services legislation, Reed Advisory is not liable:
a. to you in any way arising under or in connection with the provision of the Services or reliance on them by you or any third party; and
b. for any indirect, incidental or consequential losses or expenses suffered by you or any third party, howsoever caused, including but not limited to Loss or any liability to any other party.
Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation, or the applicable legislation in the jurisdiction in which the Services are provided if outside Australia. If the Client is a consumer, this includes failure of a statutory guarantee by us under the ACL.
As a member of the Institute of Chartered Accountants, our firm is a participant in a scheme which limits the liability of its members. Liability is limited by a scheme approved under Professional Standards legislation.
If you would like more information about the scheme please feel free to contact us or alternatively contact the national office of the Institute of Chartered Accountants on 1300 137 322.
19. Other limitations
You may not rely on oral comments or advice, drafts or interim presentations, interim advice or reports, or any other draft or interim documents provided by us.
In providing the Services, we are not required to be aware of, alert you to, or take into consideration, any fraud or other illegal acts. We are not required to inform you of changes in the law, accounting standards or interpretations affecting advice previously given by us nor are we required to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
The Services are provided solely for your benefit and use unless agreed otherwise in writing. Accordingly you must not provide any documentation or deliverables in respect to the Services to any third party without our prior written consent. We accept no liability or responsibility to any third party in respect of the Services.
20. Disputes
If any dispute arises between the Client and Reed Advisory, Reed Advisory will attempt to resolve the dispute in good faith by senior level negotiations. Where the Client and Reed Advisory agree that it may be beneficial, Reed Advisory will seek to resolve the dispute through mediation before either party commences legal proceedings. In the event of a dispute, Reed Advisory reserves the right to suspend provision of the Services until such time as the dispute is resolved. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
If you are not satisfied by our response, you may wish to bring the matter to the attention of the Institute of Chartered Accountants in Australia. We undertake to consider any complaint carefully and promptly and to do all we can to explain the position to you. You may also email any complaints to the email address hello@reedadvisory.com.au.
21. Termination of the contract
Subject to any statutory provisions that apply to the Services, and unless otherwise provided in the Engagement Letter, either party may terminate the Contract at any time by giving 14 days written notice to the other. A party may terminate the Contract immediately if the other commits any material or persistent breach of its obligations under the Contract (which, in the case of a breach capable of remedy, has not been remedied within 7 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy), or if the other becomes insolvent.
In addition we may terminate the Contract on reasonable notice if any of the following circumstances occur:
a. you fail to pay our accounts within 30 days of them becoming due;
b. you fail to provide us with adequate instructions;
c. your instructions involve acting contrary to the interests of another client;
d. a conflict of interest has arisen or it is not appropriate for us to continue to act for you;
e. we are no longer be able to provide all or part of the Services to you because of applicable auditor independence rules or legislation without ceasing to be independent in relation to an audit client; or
f. for any other just cause.
In addition to our other rights, upon termination you will be required to pay our charges for work done, and for any expenses incurred up to the date of termination together with our reasonable costs and expenses incurred in connection with the early termination of the Contract.
Termination of the Contract is without prejudice to any rights that may have accrued before termination. The terms of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.
22. Force majeure
No party will be liable to the other for any delay or failure to fulfil their obligations under the Contract to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any government or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.
23. Severance
If any provision of the Contract is found to be illegal, unenforceable or otherwise invalid in whole or in part, such provision will be deemed not to form part of and will be severed from, the Contract. The enforceability of the remainder of the Contract will not be affected.
24. Entire agreement
The Contract forms the entire agreement between the Client and Reed Advisory relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications either written or oral.
You accept and acknowledge that we have not made any warranties or guarantees of any nature in respect of the Services or satisfactory conclusion of the Services or with respect to the financial, economic, or other results which you may experience as a result of the provision of the Services.
25. Applicable law
The Contract and the Services will be governed by the law of Victoria and Reed Advisory and the Client submits to the non-exclusive jurisdiction of the courts of Victoria.
26. Variation
These Terms and Conditions may be varied from time to time.