TERMS AND CONDITIONS
Agreement
By accepting these Terms and Conditions you will enter into an agreement with us (Tax Advisory Specialists Pty Limited trading as Small Business CGT Concessions Specialists) for the provision of tax advisory services (the "Agreement"). The Terms and Conditions apply to any services we provide to you. The terms and conditions form the entire agreement between us in relation to the services. They replace any earlier agreements, representations or discussions.
Client information
Confidentiality
We will treat as confidential (and maintain the confidentiality of) all information that you provide to us. This information will only be disclosed to a third party where you provide specific authority for us to provide this information to them, or where we are subject to a legal duty to disclose the information. Information which is to be treated as confidential does not include any information which is generally available in the public domain.
You authorise us to store your information on offsite data storage facilities (also known as cloud storage). You agree to not hold us liable for any breach of confidentiality which may occur as a result of the operator of the cloud facility.
We may engage others who we consider appropriate to assist in the provision of the services. You hereby authorise us disclose your information to those people, but only for the purposes of providing the services.
Retention of documents
Any original source documentation or information you provide to us will be returned to you upon completion of the services.
You authorise us to retain copies of any documentation or information that was provided to us for the purpose of providing the services. However, we will not be responsible for retaining copies of any documentation or information you provide to us.
Reliance on information
In providing our services we are entitled to rely on the background information and records that you (or others on your behalf) provide to us as being complete and accurate. You will make all relevant information available to us to assist us in the provision of our services to you. In the event that you do not make all relevant information available to us, then we may make various assumptions that we deem reasonable about the omitted information for the purpose of providing our services.
In the provision of our services to you we may detail the background information and any underlying assumptions that we are relying upon. You will be responsible to ensure that those assumptions are correct and that the background information provided is complete and accurate.
In the event that there are any inaccuracies in our assumptions or where there is any missing or incorrect background information, you undertake to identify this for us and further, not rely or act upon our services until we have cleared the matter with you in writing.
You acknowledge and agree that we are not responsible for any services that are delayed or prevented from being provided at all, due to delayed, incomplete or inaccurate background information.
Further, you agree to ensure that we are permitted to use any third party information you (or others on your behalf) provide to us to use in providing our services.
Communications via advisers
Your advisers or other representatives may communicate with us in relation to the preparation and delivery of our services.
Where this occurs, you agree that your advisers or other representatives are acting as your agent and are duly authorised by you to act as your agent. As such, any communications to or from your advisers or other representatives will be taken to be communications to or from you (as the case may be).
You will be responsible for ensuring the detail of any such communications are provided to you by your advisers or other representatives.
Use of our services - General
Our services will be provided solely for you. No other party may rely on our services without our prior written consent.
Further, you may not show or provide the content of our services to any other party without our prior written consent (except as required by law).
Use of our services - Advisers
If you are using our services as an input into your advice to your clients, you may cut and paste the contents of our services into your own advice to your clients. Your advice must be provided on your own letterhead, and contain no references to Small Business CGT Concessions Specialists or Tax Advisory Specialists Pty Limited.
We do not have agreed engagement terms with your clients, and as such you may not show or provide the content of our services to your clients (or any other party) without our prior written consent (except as required by law). However, you agree to us providing a copy of the content of our services (or any information relating to our services) directly to your client should we deem it appropriate.
We can provide specific services directly to your clients should you wish. This would require a specific engagement letter to be entered into between Tax Advisory Specialists Pty Limited trading as Small Business CGT Concessions Specialists and your clients.
Reliance on our services
You may request services in many forms. This may include verbal responses to queries, short emails or letters of advice.
You will appreciate that letters of advice typically contain detailed background facts as well as a detailed analysis and application of the law to those background facts. Other forms of advice typically do not contain this level of detail.
As such, should you wish to rely on any services provided to you verbally or in a short email (or in any form other than a letter of advice) you should request the services be provided in advice letter form. You may only rely on finalised (not draft) advice in letter form.
Taxation law reform
Australian taxation law is continually being updated and reinterpreted. This can create uncertainty in relation to how Governments or the Courts may interpret taxation law. Whilst we will endeavour to bring any areas of uncertainty to your attention, it is not possible for us to guarantee that all areas of uncertainty will be identified and communicated to you.
Fees
Basis of fees
Our fee for our services will be based on the amounts stipulated in our Proposal (if any). Otherwise, our fee for our services will be based on our hourly rates (plus 10% GST) that prevail at the time. Currently, our hourly rate is $900 (plus 10% GST).
Goods and Services Tax
You agree to pay us fees for our services on the basis set out in this Agreement, plus any GST we are required to pay in connection with the services.
Disbursements
To the extent any disbursements are incurred in providing the services these will be passed onto you with no mark-up.
Payment of fees
All fees are due and payable on the date the invoice is issued. All fees will be processed by PayPal Braintree, a division of PayPal Inc. Your payment details will be encrypted and securely stored by PayPal Braintree. We do not store or have access to your payment details. If the fee amount is unable to be processed by PayPal Braintree, we may at our discretion seek to process multiple smaller amounts through PayPal Braintree (not exceeding the total fee amount) and / or we may require you to pay the fee amount via direct credit.
Unpaid fees
If our fees are not paid by the due date, we may charge you interest on the unpaid amount at the NSW Local Court’s pre-judgment interest rate (compounded daily), which may vary from time to time.
If we engage a debt collection agent or lawyer to recover any outstanding amounts owed by you, all costs incurred in engaging the agent or lawyer, or in commencing legal proceedings against you, including all legal costs on an indemnity basis, will be added to any amount owing by you to us and will become immediately due and payable by you.
In the event you dispute a fee processed by PayPal Braintree, you agree to us providing a copy of the content of our services (or any information relating to our services) to PayPal Braintree to assist in resolving the dispute.
We reserve the right to withhold delivery of our services until all outstanding amounts owed by you are paid.
Additional security for fees and costs
You agree that if you do not pay our fees and / or costs by the due date we can retain possession of any of your papers and documents.
You, and (in the event that the “Separate Agreement” clause applies) any director or controller of you, hereby charge all of your rights, titles and interests in any land and other personal property that you presently or hereafter own solely or jointly with the performance of your obligations under this Agreement and hereby irrevocably consent to the registration by us of a Caveat against the title to such land in the occurrence of any failure by you to comply with your obligations under this Agreement.
This means your real property cannot be sold unless and until all money owing to us is paid either before, or at the same time, as your real property is sold. If your real property is sold and the sale proceeds are held in trust by any party, by entering into this Agreement you hereby irrevocably authorise the party holding the sale proceeds to pay to us out of your share of the sale proceeds the amount of money owing to us calculated in accordance with this Agreement.
Compliance costs
If we are required to provide information regarding you or the services provided to comply with a statutory obligation, court order or other compulsory process, you agree to pay the reasonable costs and expenses we incur in doing so. This includes time spent by professional staff and our reasonable legal costs.
Force majeure
Neither party is liable to the other for delay or failure to fulfil obligations under this Agreement (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this Agreement. Each party agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
Resolving disputes
If a dispute arises in connection with this Agreement, you agree to discuss the dispute with us to attempt to resolve it. If the dispute is not resolved through those discussions, you agree to attempt to resolve the dispute through mediation before commencing legal proceedings, with the mediator’s costs to be borne between the parties equally. We may elect to waive the requirement for mediation at our sole discretion.
Limitation of liability
To the extent permitted by law and except as expressly provided to the contrary in this Agreement, all warranties whether implied, statutory or otherwise, relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded.
Where legislation implies any condition or warranty that is prohibited from exclusion, our liability for any breach of that condition or warranty will be limited, at our option, to:
a) The supplying of the services again; or
b) The payment of the cost of having the services supplied again.
To the extent permitted by law, our aggregate liability for any claims made under or in connection with this Agreement will be limited to three (3) times the total value of the fees we have received from you in connection with the specific underlying service that gave rise to the liability (based on invoiced amounts, or if not separately identified in invoices, based on work in progress amounts included in invoiced amounts).
Liability is also limited by a scheme approved under Professional Standards Legislation.
Should our services include any error(s) which you become aware of, you agree to bring those errors to our attention and permit us to re-provide the services to you should we choose.
Further, you agree not to bring any claim (including in negligence) against any of our employees personally in connection with the services. This paragraph is for the benefit of our employees. You agree that each of our employees may rely on this paragraph as if they were a party to this agreement. Each of our employees involved in providing the services relies on the protections in this paragraph and we accept the benefit of it on their behalf.
No liability to third parties
We accept no liability or responsibility to any third party in connection with our services. You agree to indemnify and keep us indemnified against any liability (including legal costs) that we incur in connection with any claim by a third party arising from your breach of this Agreement.
Indemnity
You must indemnify and hold us harmless from and against all claims or losses arising from any loss, damage, liability or injury to us arising as a result of your breach of this Agreement.
Separate agreement
Where our instructions are received from directors or controllers of an entity to carry out services on behalf of the entity, then the parties to this Agreement include both:
a) The entity; and
b) The directors or controllers personally.
Joint and several liability
Where there are multiple parties to this Agreement, the parties agree to be joint and severally liable for all obligations under this Agreement including any unpaid fees.
Applicable law
This Agreement is made in New South Wales. The parties submit to the exclusive jurisdiction of the Courts of New South Wales.
Termination
You may terminate this Agreement at any time by giving us written notice.
We may elect to terminate this Agreement:
a) if you fail to pay our tax invoices;
b) if you fail to provide us with adequate instructions or required documents within a reasonable time;
c) if you give instructions or provide us with documents that are deliberately false or intentionally misleading;
d) if we, on reasonable grounds, believe that we may have a conflict of interest; or
e) without cause, upon giving you reasonable notice.
Where we elect to terminate the Agreement, we will give you five (5) days’ notice of our intention to terminate, and of the grounds on which the notice is based.
If the Agreement is terminated by either party, you will be required to pay our professional fees and charges for services undertaken, and for expenses and disbursements incurred, up to the date of termination. For agreed fee matters, you must pay part of the agreed fee that we reasonably estimate would otherwise be payable had the Agreement not been terminated and the services had been provided, plus any other reasonable charges, expenses and disbursements.
Our Terms and Conditions continue to apply after termination of the Agreement.
Assignment
You may not assign, delegate, subcontract, mortgage or otherwise transfer any or all of your rights and obligations under this Agreement without the prior written consent of us.
We may assign and transfer all our rights and obligations under this Agreement to any person to which we deem fit, provided the assignee undertakes in writing to be bound by the obligations under this Agreement.
Waiver
No failure or delay on our behalf in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power of privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and will not in any way affect any other circumstances of the validity or enforcement of this Agreement.
Notices
A notice or other communication connected with this Agreement has no legal effect unless it is in writing.
Amendment
This Agreement may only be amended in writing signed by the duly authorised representatives of both parties.