Terms of Engagement
(a) This document and our Engagement Letter set out the terms of business that apply to all work which Epoch Accounting Group Pty Ltd trading as Epoch Intelligent Accounting ABN 28 611 383 852 and related entities (“Epoch Intelligent Accounting”) undertakes for you in relation to this engagement (“Services”).
(b) These terms and the Engagement Letter (together “this Agreement“) form the entire agreement between us relating to the Services. The Engagement Letter prevails to the extent of any inconsistency between these terms and the Engagement Letter.
(c) Your continued instructions to us after receipt of these terms will be deemed to constitute acceptance of this Agreement regardless of whether a signed Engagement Letter is returned to us.
(d) These terms apply for all Services for which we may in the future be engaged unless otherwise agreed in writing or required by law.
2. OUR SERVICES
We will provide the Services with reasonable skill and care and to an appropriate professional standard in accordance with this Agreement.
3. YOUR RESPONSIBILITIES
You agree to pay for the Services in accordance with this Agreement.
3.2 Information and assistance
(a) You will promptly provide us with information we may reasonably require for the proper performance of the Services, including access to appropriate members of your staff, consultants and advisors, and to your records, information, technology, systems and premises.
(b) We will rely on and will not independently verify the accuracy and completeness of information provided to us by you or on your behalf. You will inform us if you discover that any information that has been provided is inaccurate or incomplete, or should not be relied on.
(c) If our staff are working at your premises, you will provide them with reasonable access to your computers and telephones as required to perform the Services. You will also provide our staff with a safe working environment that complies with all occupational health and safety laws.
(d) You will ensure that appropriate back-up, security, licensing and virus checking procedures are in place for any computers you provide to us.
(e) Our time and fee estimates are given on the basis that we receive timely co-operation and assistance from you and employees in your organisation. If you do not provide, or delay in providing, that cooperation you agree to pay us any additional expenses which may result.
3.3 Commercial decisions and risk
(a) You are responsible for any commercial decisions you make based on our advice, and must have regard to the scope of our work and any other factors (commercial or otherwise) which you are or should be aware from sources other than our work.
(b) We may indicate areas of risk and possible exposure to challenge by relevant tax and other authorities, and risk management strategies. However, it is not possible to guarantee the outcome of any such challenge or strategy.
3.4 General advice
If general advice is provided, its application may be affected by circumstances we are not aware of. Specific advice should always be sought in relation to any particular transaction or context and all material information provided to us.
4 OUTPUT OF THE ENGAGEMENT – REPORTS AND ADVICE
4.1 Scope of Advice
Our advice is limited to the particular issue or scope of work for which our advice has been sought.
4.2 Reliance on drafts and verbal advice
We do not accept liability for, and no reliance should be placed by you on, informal verbal advice or draft advice or reports.
4.3 Use and purpose of advice and reports
Any advice or report by us is provided solely for your use and benefit and only in connection with the purpose for which the Services are provided.
4.4 Providing advice and reports to third parties
(a) Unless otherwise specified, you must not provide any report, view or advice (or a copy, extract or quote) to any third party or refer to us or the Services, without our prior written consent.
(b) Any report, view or advice may be disclosed to the extent required by law, for the purpose of giving evidence in a court, arbitration or mediation (with our consent which will not be unreasonably withheld), or to your other professional advisors or consultants.
(c) Any report, view or advice is not to be relied on by any third party.
4.5 Change of circumstances or law
(a) Management of tax and other liabilities is best achieved by advanced planning. It is your responsibility to promptly advise us of any proposed transactions or change in circumstances that may impact on our advice.
(b) Our advice is limited to the specific circumstances that apply in the course of our engagement. If an apparently similar transaction or set of circumstances arises in future, you should ask us to review any advice we may have given previously. Our original advice may not be applicable or appropriate in such circumstances.
(c) Any advice on tax planning or mitigation arrangements will be based on the law at the time the advice is provided. Unless specifically agreed, we are under no obligation to update any advice or report for changes in law or other events occurring after the advice or report is given in final form.
4.6 Shortened advice
If, at your request, we provide our advice in a shortened format or timescale, you acknowledge that you will not receive all the information you would have had we provided a full written report or had more time in which to carry out the work.
4.7 Non-Australian matters
We will not provide advice relating to foreign jurisdictions at any time. This includes foreign tax advice and advice in relation to the laws and requirements of any jurisdiction other than Australia. If we choose to provide information on a matter that relates to countries other than Australia, such information is not and will not constitute advice or services rendered under this engagement and cannot be relied on. You should seek advice from another appropriately qualified supplier.
5 FEES & VARIATIONS
Our fees will be calculated and charged on the basis set out in the Engagement Letter.
5.2 Payment of fees
Our fees and expenses are to be paid within 7 days. If you fail to pay an invoice within 7 days, we may:
(a) charge interest at 12.00% per annum on the outstanding fees;
(b) choose not to do any further work for you until all sums, including interest, are paid in full; and
(c) terminate this Agreement.
5.3 ASIC/ATO/ASX notices
You must pay our reasonable professional costs and expenses in complying with any legally enforceable notice or demand issued by any third party (including ASIC, ATO, ASX, any statutory body, any court or tribunal) in relation to or in connection with this engagement.
5.4 Multiple clients
If our engagement relates to work to be undertaken for two or more clients (whether together or individually), each client is jointly and severally liable to pay our fees and disbursements, regardless of whether we, at your request or for any other reason direct our accounts or statements to only one of them or to a third party, or obtain instructions in relation to the daily conduct of the matter from only one of them or from a third party.
5.5 Variation of services
Either party may request changes to the Services to be provided under this Agreement. We will work with you to consider and, if appropriate, to vary any aspect of the engagement, subject to payment of reasonable additional fees and a reasonable additional period to provide any additional Services. Any variation to the Agreement must be made in writing.
Our professional fees and disbursements are exclusive of GST, unless otherwise stated. In addition to the professional fees and disbursements, you must pay GST at the applicable rate on those amounts, if applicable. Our tax invoice will include details of GST charged.
6 THIRD PARTIES
6.1 Engaging third parties
(a) We may engage third parties and other Epoch Intelligent Accounting entities on your behalf to assist in providing the Services under this Agreement.
(b) Where you ask us to engage other advisors on your behalf, you agree that we do so strictly as your agent, and you take full responsibility and liability for all applicable costs and fees.
(c) We are not responsible for the quality, content or effect of advice given by any third parties, and you release us from all liability arising from that advice unless otherwise agreed in writing.
(d) We are entitled to rely on advice obtained from third parties without further investigation or consideration.
6.2 Responsibility for third parties
You are solely responsible for the work and fees of any other party engaged by you to participate in the engagement regardless of whether such party was introduced to you by us. We will not be responsible for providing or reviewing specialist advice or services including legal, regulatory, accounting or taxation matters, due diligence or any other investigative services.
(a) You will retain ownership of all original documents you provide, and documents produced as a result of the engagement, such as income tax returns and financial statements. We may store these on your behalf, or make copies for our records.
(b) All other documents (including electronic documents) produced by us in respect of this engagement will remain the property of Epoch Intelligent Accounting.
7.2 Intellectual property
All intellectual property rights in all Epoch Intelligent Accounting materials and methodologies used in the engagement or incorporated into any report or any other material created or provided to you remains the property of Epoch Intelligent Accounting.
(a) “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.
(b) Both parties must hold each other’s proprietary or confidential information in strict confidence, and must not disclose such information except with prior written consent, as required by law, or as necessary for the proper performance of the Services.
(c) Despite clause (b), Epoch Intelligent Accounting may disclose your confidential information to any other Epoch Intelligent Accounting entity or use it for internal quality reviews.
(d) Epoch Intelligent Accounting and other accounting firms are subject to the Quality Control Review Program conducted by Chartered Accountants Australia and New Zealand. You agree that our files may be made available under this program with your prior written consent, which will not be unreasonably withheld.
(e) Epoch Intelligent Accounting will use reasonable endeavours to ensure that its enquiries are discrete and will not undertake any part of the engagement that might be in breach of the undertaking without your approval.
9.1 Limitation of liability
(a) To the extent permitted by law, we exclude all warranties, conditions or terms, other than those expressly set out in these terms. Nothing in this clause has the effect of excluding, restricting or modifying the application of any statute (including the Competition and Consumer Act 2010 (Cth)).
(b) To the extent we are not entitled to exclude a warranty, condition or term, then our liability for breach of any such warranty, condition or term is limited at our option as follows:
(1) in the case of services, either the resupply of the services or payment of the reasonable cost of having the services resupplied; and
(2) in the case of documentary deliverables or materials, either the resupply of the deliverables or materials or reasonable payment of the cost of having the deliverables or materials resupplied.
(c) Other than as set out in these terms, our total liability to you for any 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 we were advised of the possibility of such loss or damage, is limited (to the extent permitted by law) to an amount equal to five times the fees paid by you in respect of the Services to which the claim relates.
(d) Where there is more than one client under this engagement the limit of liability to each client will be apportioned among them. Unless the allocation is expressly stated in our engagement letter, the clients will determine the allocation. You will not dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.
(e) To the extent permitted by law, our liability to you is limited to that part of the loss or damage (excluding interest and costs) suffered by you, which is ascribed to us by a court of relevant jurisdiction allocating proportionate responsibility to us having regard to the contribution to the loss and damage in question of any other person responsible and/or liable to you for such loss and damage.
(f) Where the Professional Standards Act 2004 (QLD) or similar state or federal legislation (“Act”) applies to limit our liability, the Act overrides any clause in these terms 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.
(a) You agree to indemnify and hold Epoch Intelligent Accounting and its directors, employees and agents harmless from and against any loss (including legal fees on a solicitor client basis), expense, damage, liability or claim by any person arising out of or in relation to:
(1) provision of the Services;
(2) use by you of any deliverable item under this Agreement;
(3) any breach of your obligations under this Agreement; or
(4) any wilful, unlawful or negligent act of you, your officers, employees, agents or subcontractors in connection with this Agreement.
(b) Any claim against us for loss will be proportionately reduced by the extent of your contribution to that loss.
(a) Either party may terminate this Agreement by written notice if the other party fails to remedy a material breach of the terms within 30 days of written notice of a breach.
(b) If this Agreement is terminated prior to the completion, we will be entitled to all fees for work that has been undertaken and expenses incurred.
(c) On termination of this Agreement:
(1) each party must return all property and documentation of the other that is in its possession on request (provided that each party may retain one copy of such documents that it requires to maintain a professional record of its involvement in the engagement);
(2) all fees and expenses in respect of the Services provided up to the date of termination are immediately due and payable.
11 PRIVACY OF PERSONAL INFORMATION
11.1 Collection statement
(a) We will collect personal and other information about you, your employees or other individuals in the course of the engagement. This information may be shared with or disclosed to our related entities, to third parties where reasonably necessary to provide you with or to facilitate Epoch Intelligent Accounting’s provision to you of the Services, or as authorised or required by law.
(b) In this clause, “third parties” may include entities located outside Australia that provide to Epoch Intelligent Accounting certain services (including but not limited to hosting services).
(c) We may also use this information to inform you of services we provide and of other professional developments.
(d) If we do not collect this information or you provide incomplete or inaccurate information, we may not be able to provide you with the Services.
(a) If you do not consent to any of the above disclosures, including the disclosure of your personal information to third parties, please provide notice in writing or contact our privacy officer on 1300 13 88 61.
(b) By engaging us to provide the Services in accordance with the terms of this Agreement or as otherwise permitted by law and not opting out of the disclosure of your personal information to any of the stated third parties, you consent to the collection and disclosure of personal information under the terms of this clause 11.
(c) Your disclosure of personal information to us in the course of our engagement is subject to the Privacy Act. You warrant that you will only disclose personal information about your employees or other individuals to us for a purpose related to the performance of the Services, provided you have all disclosures and obtained any consents required under the Privacy Act (including consent to disclosure of personal information to third parties), and provided to do so would not otherwise breach the Privacy Act.
(d) You authorise us to use and disclose information supplied to us to your staff, advisors, your associated and related entities and family members for the purpose of the Services and ancillary services, except to the extent you require us (in writing) not to disclose.
11.3 Credit reports
The Privacy Act prohibits us from obtaining credit references from credit reporting agencies without the consent of the party concerned. We reserve the right, and you consent, to us obtaining a credit report in relation to you or your guarantors and we may disclose personal information we collected from or about you to such credit reporting agencies for the purpose of obtaining such a report. We will not disclose the contents of that report to anyone else.
11.4 Destruction or de-identification
We will take reasonable steps to destroy or permanently de-identify personal information once it is no longer needed for the purpose for which it was originally used or disclosed.
12 DOCUMENT RETENTION AND DESTRUCTION
(a) After the end of your matter, you may leave papers to which you are entitled in our possession. We may choose to retain your file electronically, in which case we may destroy the original records, unless you instruct us otherwise in writing.
(b) You authorise us to destroy all physical and electronic files and records relating to your matter, including papers that you have not retrieved, after eight years after completion, as is our normal practice.
(c) If you wish to retrieve papers or documents to which you are entitled or request us to transfer your file, we reserve the right to keep a copy of your file and all related documents.
(d) This clause does not apply to titles, deeds and wills.
13 MISCELLANEOUS PROVISIONS
13.1 Governing law
This Agreement is governed and must be interpreted in accordance with Queensland law. The parties agree to irrevocably submit any dispute arising under this Agreement to the courts of Queensland.
13.2 Dispute resolution
The parties will attempt to resolve any dispute that may arise in good faith by senior level negotiations or, by agreement, mediation.
13.3 Actions required by law
Nothing in this Agreement shall prevent us from taking any such action as may be required by law or statute or to comply with the regulations of any relevant professional body.
13.4 Force majeure
We will not be liable for any delay or failure to fulfil obligations caused by circumstances outside our reasonable control. If such reasons continue to prevent performance of the Services for a period of more than 60 days, we will consult with you for the purpose of agreeing what action should be taken.
13.5 Electronic communication
We do not accept any liability in respect of any error or omission or security breach arising from or in connection with the electronic communication of information from you or to you. Please let us know if you do not want us to communicate electronically with you.
13.6 Client Information & Marketing
We may wish to refer to you and use and reproduce your business names and logos and the nature of the Services we have performed for you when marketing our Services and the Services of our independent associates and affiliates. You agree that we may do so, provided we do not disclose your confidential information.
14.0 SPECIFIC TERMS
In addition to the general Terms of Engagement contained in clauses 1 to 13 of this document following are specific terms that relate to this engagement.
In general, with reference to the scope of the engagement:
(a) Procedures to be performed will be limited exclusively to those related to the engagement, as agreed to;
(b) No audit or review will be carried out on the information supplied and accordingly no assurance will be expressed; and
(c) Unless otherwise agreed, the engagement cannot be relied upon to disclose irregularities, including fraud, other legal acts and errors that may exist.
14.2. Accounting and Business Advisory Services
Epoch Intelligent Accounting complies with the relevant Accounting Profession Standards including – APES 205 “Conformity with Accounting Standards” and APES 315 “Compilation of Financial Information”.
Where Accounting and Business Advisory Services are to be provided, the following terms and conditions will be relevant to each assignment or engagement:
(a) Procedures performed by Epoch Intelligent Accounting will be limited to the collection, classification and summarisation of financial information. We will not perform verification or validation procedures;
(b) You will provide all of the necessary information to enable us to prepare income tax returns and financial statements as required;
(c) You will remain responsible for the completeness and accuracy of the information supplied to us. We will rely on the information supplied by yourself, your bookkeeper or any other third party and will be seeking acknowledgement from you of such responsibility;
(d) The financial statements will generally be prepared in accordance with the relevant standards of the Australian Accounting Standards Board. Any departures from these standards will be disclosed;
(e) A compilation report will accompany any financial statements prepared. The form of this compilation report will be based upon the requirements of APES 315; and
(f) The report is prepared exclusively for your benefit. We will not accept responsibility to any other person for the contents of the financial report. You are not to distribute the financial reports to external parties unless you receive our consent and you will ensure that our compilation report is attached.
Where the compilation includes forecast or prospective financial information, it should be noted that:
(g) You remain responsible for the historical financial information, the pro forma historical financial information and the forecasts, including the pro forma adjustments and the assumptions underlying the forecasts;
(h) Nothing in the report should be taken to be an expression of opinion or a statement of negative assurance by Epoch Intelligent Accounting in relation to the historical or pro forma historical financial information or forecasts or any individual balances discussed in the report; and
(i) The report does not constitute an expression of opinion by Epoch Intelligent Accounting as to whether the forecasts will be achieved or whether assumptions underlying the forecasts are reasonable.
14.3. Taxation Advice
Epoch Intelligent Accounting complies with the relevant Accounting Profession Standards including – APES 220 “Taxation Services”.
Where Taxation Advice is to be provided the following terms and conditions will be relevant to each assignment or engagement:
(a) Our advice will be confined to the particular issue or scope of work in respect of which our advice has been sought.
(b) The scope of our tax advice will normally be restricted to the specific tax area in respect of which advice is sought.
(c) Any advice given to you is only an opinion based on our knowledge of your particular circumstance and the responsibility for the accuracy and completeness of the particulars and information provided by you rests with you.
(d) You have obligations under self assessment to keep full and proper records in order to facilitate the preparation of accurate returns and comply with a revenue law.
(e) Management of tax liabilities and compliance with taxation laws is best achieved by advance planning. Please understand that it is in your best interests to advise us in good time of any proposed transactions or anticipated changes in transactions.
(f) If a proposed transaction is delayed, or a previous transaction is to be repeated, or if a transaction that is apparently similar to a previous transaction is to be undertaken, it is important that you ask us to review any previous advice that we may have given in connection with these or similar transactions. Our original advice may not be applicable or no longer appropriate in such circumstances.
(g) Any advice on management of tax liabilities and compliance with taxation laws will be based on the law, and its interpretation by relevant authorities, as it stands at the time the advice is provided.
(h) There are limitations attaching to tax advice and services. An expression of opinion by the tax practitioner should not be misinterpreted as an assertion of fact nor is it beyond challenge.
(i) In our advice, we may indicate areas of risk and possible exposure to challenge by relevant tax authorities and the means by which such risk may be mitigated. Inevitably, it is not possible to guarantee that the tax authorities will not challenge a transaction nor is it possible to guarantee the outcome of such a challenge if raised.
(j) If, at your request, we provide our advice in an abbreviated format or within a short timeframe, please understand that you will not receive all the information you would have received had we provided a full written report or had more time in which to carry out the work.
(k) If we are asked for general advice, the application of that advice to a particular transaction or in a particular context may be affected by features of the particular transaction or context of which we are unaware. Accordingly, if you require our advice in relation to any particular transaction or context, you should request specific advice and provide us with all material information that may be relevant to the particular transaction or context.