Terms and Conditions:
This document together with the Engagement Letter form the Contract between Julie Bland Consulting Pty Ltd and our client.
Julie Bland Consulting Pty Ltd has set out in this document our basic terms and conditions (the “Terms and Conditions”), which together with our Engagement Letter, will apply to all work performed by Julie Bland Consulting Pty Ltd for you (the “Client”) with respect to our Engagement.
We will provide the services as described in the Engagement Letter. Either you or Julie Bland Consulting Pty Ltd may request changes to the Services.
Our work will be based solely on the information provided, the circumstances made known to us and by using the necessary skill and expertise required. We rely on you to advise us as soon as possible any changes in the information as originally presented as it may impact upon the provision of our service.
To perform the Services successfully we require your timely cooperation including:
- Providing Julie Bland Consulting Pty Ltd promptly with all information and documents that we reasonably require to enable us to provide the Service;
- Ensuring that all information you provide to us is true, correct and complete;
- Arranging access to third parties where applicable;
Dates in any timetable set out in the Engagement Letter or otherwise advised are intended for planning and estimating purposes only and are not contractually binding. The timely completion of the Services requires your cooperation in the provision of information relevant to the Services. Estimates of time for completion of the Services are given on the assumption that we receive this cooperation. We may charge additional fees and expenses which result from delays in providing this cooperation.
We will not audit or independently verify the accounting records or information that you provide to us.
The Services will be provided solely for your benefit and use. Julie Bland Consulting Pty Ltd accepts no liability or responsibility to any third party in respect of the Services.
The services that we provide are not legal services and do not constitute legal advice. Either party may request changes to the Services.
Changes in the law and in interpretations may take place before our advice is acted upon or may be retrospective in effect. Unless specifically stated in the engagement letter we accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.
Some of the matters on which we may be asked to advise may have tax implications for directors, associates, employees and other parties to whom we are not responsible unless specifically instructed to address these issues on an individual basis.
Income Tax Returns
All income tax returns are subject to examination by the Australian Taxation Office (ÄTO”). You may be requested to produce documents, records or other evidence to substantiate items shown on the income tax return. In the event of an examination by the ATO or any other government regulatory body, any services rendered in respect of the examination, including the compilation of existing information will be charged as a separate fee. An examination may involve an audit, review, questionnaire or request for additional information.
The preparation of your income tax return does not constitute a prudential tax audit and cannot be relied upon as such. The onus is on you, the taxpayer, to self-assess and there are substantial penalties for incorrect returns. You should carefully review the income tax return to ensure that items shown are accurately stated so that amendments can be made for any incorrect matters. You are required by law to keep full and accurate records relating to your tax affairs.
For the purpose of this Agreement, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Services and includes Julie Bland Consulting Pty Ltd working papers, information and methodologies, but does not include any information which is:
- Or becomes generally available to the public other than as a result of a breach of this clause;
- Known to either party prior to Julie Bland Consulting Pty Ltd commencing the Services;
- Received from a third party who owes no obligation of confidence in respect of the information; or
- Developed by either party independently of the Services to which this Agreement relates.
Neither Julie Bland Consulting Pty Ltd nor the Client may disclose Confidential Information about or belonging to the other without the other’s consent.
Notwithstanding the above, Julie Bland Consulting Pty Ltd may disclose Confidential Information to Contractors in relation to the provision of the Services, to assist in quality assurance reviews or for its business purposes and either party may disclose Confidential Information to:
- Its insurers or legal advisors, provided that the Confidential Information remains confidential;
- If required to do so by law or by a regulatory authority including under subpoena; or
- If required for the proper performance of the Services.
Privacy of Personal Information
If the performance of the Services requires a third party to this Agreement to supply personal information to us on your request, it is your obligation to ensure that the third party has satisfied the requirements of the Privacy Act and is permitted by the Privacy Act to disclose such personal information to us.
If the Services require Julie Bland Consulting Pty Ltd to collect personal information from a third party, you will ensure that such collection of personal information complies with the Privacy Act, and be responsible for all things necessary (including obtaining appropriate consents) for Julie Bland Consulting Pty Ltd to collect such personal information.
Julie Bland Consulting Pty Ltd is subject to quality control review programs conducted by industry and professional bodies in Australia. The work we perform for you may be selected by the examiners for review. You acknowledge that, if requested, our files relating to this engagement will be made available. If you object to being included in any of these review processes, you must advise us in writing at the commencement of the engagement and we will use our best endeavours to exclude this engagement from such review. We may participate in other external or internal review processes in relation to quality.
Unless otherwise specified in the Engagement Letter, intellectual property rights in the Services, the Website, documentation, systems, materials, methodologies and processes brought to the engagement by Julie Bland Consulting Pty Ltd or created in the course of the engagement by Julie Bland Consulting Pty Ltd shall remain the property of Julie Bland Consulting Pty Ltd.
Title to and all Intellectual Property Rights in relation to your data remain your property. You grant Julie Bland Consulting Pty Ltd a licence to use, copy, transmit, store and backup your information and other data for the purposes of enabling you to access and use the Services and for any other purposes related to provision of services to you. Your access to data is contingent on full payment of your Julie Bland Consulting Pty Ltd accounting fees.
You must retain original copies of all data provided to and by Julie Bland Consulting Pty Ltd. Julie Bland Consulting adheres to industry best practice guidelines to prevent data loss, including secure back-ups of all client data but does not make any guarantees that there will be no loss of Data. Julie Bland Consulting Pty Ltd expressly excludes liability for any loss of client data.
The work papers for the engagement, including electronic documents and files, are our property and constitute Confidential Information.
It is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that strictly belong to you which have been filed amongst our own papers.
In relation to our electronic document management system, all documents received from clients are scanned and stored electronically. Your acceptance of these terms includes your consent for Julie Bland Consulting Pty Ltd to destroy any hard copy documents received from you.
You must advise Julie Bland Consulting Pty Ltd immediately if you become aware that any document is, or is reasonably likely to be, required as evidence in a legal proceeding so that the document can be delivered to you for safe keeping.
Limitation of Liability
The limitation of Julie Bland Consulting Pty Ltd for loss or damage arising from or in relation to the Services, whether arising from breach of contract, tort (including negligence) or otherwise, is limited to an amount equal to ten times the fees payable by you for the Services (“Liability Cap”).
However the Liability Cap does not apply if prohibited by the Corporations Act 2001.
The parties acknowledge the Australian professional standards legislation (“The Australian Professional Standards Legislation”) including the Treasury Legislation Amendment (Professional Standards) Act 2004 (Cth), may apply in accordance with its terms in relation to the Liability of Julie Bland Consulting Pty Ltd for loss or damage arising from or in relation to the Services.
To the extent permitted by law, if, under any applicable Australian Professional Standards Legislation, the maximum liability of Julie Bland Consulting Pty Ltd from loss or damage arising from or in relation to the Services would be:
(a) A higher amount than the Liability Cap, then the Liability Cap will not apply and the maximum liability of Julie Bland Consulting Pty Ltd will be calculated in accordance with the Australian Professional Standards Legislation.
(b) A lower amount than the Liability Cap, the Liability Cap will not apply and the maximum liability of Julie Bland Consulting Pty Ltd will be calculated in accordance with Australian Professional Standards Legislation.
To the extent permitted by law, Julie Bland Consulting Pty Ltd excludes all liability for any indirect, incidental or consequential expense, loss, damages or costs, loss of profits or revenue, business interruption, loss of data, or failure to realise anticipated savings or benefits whatsoever incurred by or awarded against the Client (whether or not Julie Bland Consulting Pty Ltd has been advised of the possibility of such expense, loss, damages or costs) arising in any way out of or in relation to the Services.
If you make any claim against us for loss arising out of or in connection with the Services or this agreement, liability for your loss and any amount you may recover will be apportioned having regard to the respective responsibility for the loss.
You are liable for and will indemnify and hold harmless Julie Bland Consulting Pty Ltd, our respective directors, employees and contractors from and against any liabilities, losses, claims, costs, damages or expenses (or actions that may be asserted by any third party) that may result from any third party claims arising out of or in relation to the provision of the Services or any use by you of any deliverable under this Agreement, including your breach of this Agreement, and will reimburse Julie Bland Consulting Pty Ltd for all costs and expenses (including legal fees on a solicitor /client basis) incurred by Julie Bland Consulting Pty Ltd in connection with any such action or claim. This indemnity does not apply if prohibited by the Corporations Act 2001.
We have not made any, and to the extent permitted by law we exclude, all warranties, conditions or guarantees of any nature in respect of the Services or the satisfactory conclusion of the Services or with respect to the economic, financial or other results which you may experience as a result of the provision of the Service.
Where warranties, conditions or guarantees or any other rights are implied in this Agreement or otherwise conferred by the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 or other laws, and it is not lawful or possible to exclude them, then those warranties, conditions or guarantees or other rights will (but only to the extent required by law) apply to this Agreement. To the extent permitted by law, we limit our liability in respect of such warranties, conditions or guarantees to the supply of the Services again or the payment of the cost of having the Services supplied again. You agree not to bring any claim (whether in contract, tort (including negligence or otherwise) arising out of or in connection with the Services against any of our employees personally. This will not limit or exclude any liability we may have for their acts or omissions. The provision of this clause is expressly for the benefit of our employees, and you agree that each employee is entitled to rely on this clause as if they were parties to this Agreement.
Fees and Expenses
Where you have signed up to the Service we will not change the amount or frequency of the charging arrangements without your prior approval.
Some accounts will be required to be paid prior to work being performed (as set out in the Engagement Letter). Work will not be performed until such payment is received which may result in delays in Julie Bland Consulting Pty Ltd performing the services in a timely manner. For a Service that includes a monthly recurring subscription charge, Julie Bland Consulting Pty Ltd will charge your nominated financial institution account on the first day of each subsequent month after the first months Service payment. If the due date is not a business day, Julie Bland Consulting Pty Ltd will charge your nominated account on the business day before or after that date.
It is your responsibility to ensure there are sufficient funds available in the nominated account to meet each charge. Further, you should advise us if the nominated account is transferred or closed, your credit card will expire or the account details change. Should you not advise us of any changes that have occurred to your account and we incur fees as a result, we reserve the right to on-charge those fees to your account. We may take action necessary to recover unpaid fees and charges.
You are liable to pay costs including debt collection, commission, solicitor’s fees and any out of pocket expenses. Accounts that are not rectified within 4 days may be suspended or terminated.
Where possible, we will give you an estimate of our fees in the Engagement Letter. Any fee estimate is given in good faith but is not contractually binding.
Julie Bland Consulting Pty Ltd may charge interest on accounts which are overdue by more than a month at the rate of 5% over the current Reserve Bank rate. If your account remains unpaid and there is no satisfactory explanation for non-payment Julie Bland Consulting Pty Ltd my start proceedings to recover the amount owed, plus default interest and any collection costs incurred; and /or do no further work for you.
Terms and Termination
This Agreement will apply from the commencement date stated in the Engagement Letter, or where no commencement date is specified, from the date of acceptance of the agreement as specified in our Engagement Letter or the date on which the Services commenced, whichever is earlier.
Subject to any statutory provisions that apply to the Services, either party may terminate this Agreement at any time by giving at least 30 days written notice. If monthly subscription fees are not paid, we reserve the right to suspend or terminate your account within 4 days. On termination, Julie Bland Consulting Pty Ltd is not obligated to perform any of the services listed out in your Engagement Letter. On termination, you shall immediately pay on request all fees and expenses due in respect of the Services provided up to the date of termination and unless the Agreement is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Agreement.
We may terminate the Terms at any time without notice if:
- We consider a request for a Services is inappropriate or improper, immoral or unlawful
- If you fail to provide us with clear or timely instructions to enable us to provide the Services
- We consider that our working relationship has broken down including a loss of confidence and trust
- For any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe
- You fail to pay an invoice within 30 days of the due date
This is our sole and absolute discretion.
Termination of the Agreement shall be without prejudice to any accrued rights of both parties.
The terms of the Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.
A failure or delay by a party in exercising a power or right given to it under this Contract does not operate as waiver of that power or right, nor does a single or partial exercise of a power or right prevent any other or further exercise of it. A waiver by a party of a power or right given to it under this Contract does not affect any other provision of this Contract.
Contractors and Third Parties
We reserve the right to employ Contractors, and any reference to our staff includes Contractor staff. Subject to any contrary provision in our Engagement Letter we will remain liable to you for any of the Services that are provided by our Contractors.
We provide Services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing Services to other clients.
You are required to advise us if you become aware of any conflict of interest or potential conflict of interest. Generally, a conflict of interest is any event which may result in us becoming unable to remain objective in the performance of our services to you. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during this engagement are changes to your business circumstances, events affecting your family (eg. death and/or marriage breakdown) or a legal action commencing against you.
Our obligation to comply with the law
We have a duty to act in your best interests. However, the duty to act in your best interests is subject to an overriding obligation to comply with the law even if that may require us to act in a manner that may be contrary to your interests. For example, we could not lodge an income tax return for you that we know to be false in a material respect.
We also have an obligation to ensure that we manage conflicts of interest as they arise. In this regard, we have arrangements in place to ensure that we manage potential or actual conflicts of interest. The effective operation of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
Unless otherwise stated, any opinion provided is based on the Australian tax law in force and the practice of the Australian Taxation Office (the ATO) applicable as at the date of the Engagement Letter.
Our advice and/or services will be based on Australian taxation law in force at the date of the provision of the advice and/or services. It is your responsibility to seek update advice if you intend to rely on our advice at a later stage. We note that Australian taxation laws are often subject to frequent change and our advice will not be updated unless specifically requested by you at the time of the change in law or announced change in law.
For the purpose of the Agreement: Agreement means the agreement between us as set out in these Terms of Business and our Engagement Letter together with any changes to the Agreement that are agreed in writing between us.
Engagement Letter means the Engagement Letter or confirmation letter to which these Terms of Business are attached