Terms and Conditions

Effective from 1 July, 2017

1. This Agreement
These standard Terms and Conditions relating to professional engagements, are to be read in conjunction with our Engagement Letter to you and apply to all services that we perform for the parties that are described in the Engagement Letter (referred to as services). Together, the Engagement Letter and the standard Terms and Conditions relating to professional engagements are defined as “this agreement”. In the event any inconsistency between the Engagement Letter and these standard Terms and Conditions, the Engagement Letter will prevail. This agreement constitutes the entire agreement between the parties with respect to our work under this agreement and supersedes all prior agreements, proposals, oral and written representations, discussions and negotiations.

Each business entity and adult family member listed in the Engagement Letter engages us on the terms set out in this Engagement Letter, and are bound by those terms. The business entities and adult family members listed are all jointly and severally liable to pay our accounts, regardless of which of the listed individuals or entities those accounts are addressed to, and regardless of who of the listed individuals or entities received the benefit of the work performed.

2. Obligations of Cambridge and Kent
Cambridge & Kent Chartered Accountants (“C&K”) will provide the services set out in the Engagement Letter with competence, due care and diligence, however the quality of the services will depend upon input from you.

We will be pleased to attend to the preparation of your financial statements and statutory returns in accordance with the relevant standards and ethical requirements of Chartered Accountants Australia and New Zealand (“CA ANZ”) and as required by the income tax legislation. Most importantly, you can expect our continual review of your financial position and income tax planning to be pro-active and tailored to your needs.

Importantly, you play a major role in helping us deliver what you want. By providing the complete and correct information at the right time you will help us to help you prepare statutory returns that are accurate, complete and lodged within the prescribed period to avoid penalty tax and interest.

We can provide you with advice on tax planning issues prior to the end of the financial year. Our work and advice will be based solely on the information you provide, directly or indirectly, the circumstances made known to us and the assumptions set out in our correspondence. If there are any changes in the information you &/or the directors originally provided to us, we rely on you &/or the directors bringing the changes to our attention.

3. Engagement personnel
C&K’s intention at the time of entering this agreement is that the persons referred to in the Engagement Letter will provide the services until completion or termination of this agreement. Should the persons referred to in the Engagement Letter cease to be available during the course of this agreement, C&K will inform you of that change and will identify the persons who have been assigned to provide the services.

You will not offer employment to any C&K director or employee working on the engagement or induce or solicit any such person to take up employment with you; nor will you use the services of any such person, either independently or via a third party, for a period of six (6) months following the end of any involvement by that person with any engagement for you.

Breach of this condition will render you liable to pay C&K’s liquidated damages equal to 25% of that person’s proposed total annual remuneration in any such role with you.

4. Internal accounting requirements
We understand that you and your staff will be primarily responsible for your internal accounting requirements. This will include regular banking and payment, and the maintenance of computerised accounting general ledgers.

Our role will effectively be limited to providing you with advice in relation to accounting and taxation matters and then utilising the finalised data from your system to ensure that it is presented in such a way as to satisfy accounting standards, corporations law and taxation legislation requirements.

The actual responsibility for the preparation of financial statements of a company and trust to show a true and fair view of the state of the company and trust affairs and of its results is imposed on the directors of the company and trustee company under the Corporations law. Accordingly, our role under this engagement is one of assisting the directors of the company and trustee company to enable them to comply with their statutory obligations.

5. Preparation of financial statements for your business entities
On the basis of the information you provide, we will compile, in accordance with the Institute of Chartered Accountants Professional Standards (APS 9 “Statement on Compilation of Financial Reports” or any future replacement standard) a financial report for the specified entities.

We will rely on you for both the completeness and accuracy of the information supplied to us, and this includes responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies. You are solely responsible to users of the special purpose financial report compiled by us.

Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters which may come to our attention.

6. Preparation and lodgement of Income Tax Returns for your business entities and family 
We will be responsible for the preparation and lodgement of Income Tax Returns for individuals and entities required to lodge these returns, and if requested will review all assessments, instalment notices and correspondence with the Australian Taxation Office in respect of those returns.

Whilst every care will be taken to provide the highest standard of professional advice, you should be aware that under the taxation law, responsibility for the accuracy and completeness of Income Tax Returns and other returns and statements made to the Australian Taxation Office, lies with the taxpayer or officers of the taxpayer entity and that our taxation advice is necessarily an opinion only based on our knowledge of the particular circumstances. There are limitations attaching to such tax advice and our expression of opinion should not be taken as an assertion of fact. Consequently, such advice and Income Tax Returns are not beyond challenge by relevant authorities and, further, that our advice will rely on our understanding of specific facts, which will be provided by you or your associated entities. The accuracy and completeness of our advice is reliant on the accuracy and completeness of the underlying facts as provided.

This engagement does not cover any inquiries made by or investigations conducted by the Australian Taxation Office which, if required, will be the subject of a separate engagement and may involve other parties.

7. Preparation and lodgement of Superannuation fund financial accounts and income tax return 
Under our engagement we will be responsible for the preparation and lodgement of the financial accounts and Income Tax return for your Superannuation fund.

This engagement will involve:

  • Preparation of the Superannuation fund’s financial accounts for the purposes of the Superannuation Industry Supervision Act (the SIS Act).
  • Preparation and lodgement of the SMSF annual return. It is important to note that as part of the regulatory framework for SMSFs, an annual audit of the fund must be undertaken and provided to the trustees of the fund before the SMSF annual return is lodged. Therefore, trustees of the fund must ensure that they provide the fund accounting records no later than two months prior to the date by which returns are to be lodged each year to allow these tasks to be completed.
  • An audit being undertaken by an external auditor.

Part of the basic financial information required to complete these requirements will include the source documentation to allow us to assess the implications of any superannuation related transaction.

This engagement does not cover any inquiries made by or investigations conducted by the Australian Taxation Office which, if required, will be the subject of a separate engagement and may involve other parties.

8. Preparation and lodgement of BAS returns for your business entities 
As the BAS returns are prepared and lodged quarterly, it is not possible for this firm to review the correctness of the underlying financial information as part of the preparation of the quarterly BAS return, because we are engaged to prepare the annual accounts and these are prepared after the conclusion of the financial year.

Therefore, for the quarterly BAS returns, we will rely on and process the financial information provided to us without any review of the primary source documents. In doing that, we will make specific assumptions that the financial information provided to us is accurate and that the financial information correctly states the GST position. E.g that, all input tax credits and GST payable amounts have been correctly recorded in the general ledger of the relevant entity and that you have the necessary supporting documentation to satisfy the Australian Taxation Office for GST purposes and that you hold valid tax invoices and adjustment notes for all expenditure incurred by you in respect of which an input tax credit is being claimed. Penalties apply for an incorrectly prepared BAS.

This engagement does not cover any inquiries made by or investigations conducted by the Australian Taxation Office which, if required, will be the subject of a separate engagement and may involve other parties.

9. Secretarial services
We will attend to the preparation and lodgement of the appropriate annual and other statutory company returns and as required, we will attend to the maintenance of your company registers on the basis of the information supplied by directors.

10. Delays
C&K will not be liable for any failure or delay in performing the services if that failure or delay arises from anything beyond its control, including the untimely performance by you of your obligations, in which case C&K is entitled to review its fees and, if the delay is substantial, terminate this agreement.

11. Fee accounts and terms
Our fee accounts for professional services are rendered as and when substantial work is performed and often on an interim basis as opposed to at the completion of particular tasks. We require payment within 14 days of issue of our invoice. We reserve the right to perform no further work for you until all outstanding accounts are paid in full.

Annual compliance work consists of the following:

  • Preparation of work papers
  • Preparation of accounts
  • Preparation and lodgement of Income Tax Returns
  • Preparation and lodgement of BAS returns

It does not include among other things, the following:

  • Auditing the financial statements
  • Tax planning
  • Finance advice
  • Consulting work
  • Disbursements
  • Review of Income Tax assessments and other Australian Taxation Office correspondence
  • Miscellaneous correspondence

The fees do not include the goods and services tax (GST). Where GST applies, it will be charged in addition to the fees.

Fees can be paid by cheque, direct to our bank account or by credit card. Our bank account details for payment will be on the invoice we issue you.

A processing fee applies to credit card payments and is currently 2% (Visa and Mastercard).

12. Disbursements
Disbursements represent out-of-pocket payments made by us on your behalf and may include such items as outsourcing, courier, postage, filing fees and other applicable costs.

Occasionally, after consultation with you, we may contract with outside parties for services in connection with our professional engagement on your behalf. If we do, we may forward the invoice to you and request payment be made directly to the suppliers.

Where we incur disbursements on your behalf, we will charge you the GST inclusive amount of those expenses.

13. Termination of agreement
You may choose to terminate our engagement by giving us thirty (30) days written notice at any time. If you do so, you shall be obliged to pay our fees for work done and for other charges incurred up to the time of the termination. Subject to fulfilling our professional responsibilities, we may terminate our engagement at any time, including where you expect us to do something unlawful, by giving you reasonable notice or if our fees are not paid when due.

14. Confidentiality
The conduct of this engagement in accordance with the standards and ethical requirements of The Institute of Chartered Accountants in Australia, means that information acquired by us in the course of the engagement is subject to strict confidentiality requirements. We will not disclose that information to other parties except as required for by law or professional standards, or with your signed permission.

15. Privacy
During the course of our work, you may disclose personal information about yourself or others to us. This information will be used for the purpose of our engagement and will be gathered, maintained and secured in accordance with the requirements of the Privacy Act 1988 as amended. We may also disclose personal information to our related entities. A copy of our privacy policy is available on our website at www.cambridgekent.com.au.

16. Independence
The Tax Agent Services Act requires C&K to act lawfully. Accordingly, we reserve the right to terminate an engagement if you expect C&K to do something unlawful.

17. Intellectual property rights
C&K retains all copyright (and other intellectual property rights) in everything we develop (or are involved in developing) either before or during the course of an engagement, including systems, methodologies, software, know-how, all reports, written advice and other deliverables we provide to you.

All working papers prepared by C&K in connection with the engagement remain our property.

18. Communications
From time to time, we may communicate with you by electronic media (such as email), including forwarding copies of documents. You agree that we may communicate with you and other parties involved in the engagement or transaction (such as your lawyers, valuers, financial planners and brokers) by email, acknowledge that a security risk may exist in respect of electronic media and agree to assume the risk associated with transmission and to release us from any claim you may have arising from transmission defects, including, but not limited to, viruses and lost emails.

If any report or correspondence containing opinions or advice is sent electronically, C&K will not be responsible for any unauthorised copying, interception, interference or delivery failure of the transmission.

19. Indemnity for liability to third parties
You agree to indemnify C&K against all liabilities, claims, costs or expenses incurred by C&K in respect of any claim or action by a third party in connection with the provision of the services. This indemnity does not apply to any liabilities, costs or expenses incurred in defending a claim by a third party which results from any wilful misconduct by C&K except when you are in breach of the law.

C&K is not liable for any losses, damages, costs or expenses arising out of errors due to the provision to it of false, misleading or incomplete information or documentation, the failure to provide relevant information or due to any acts or omissions of any other person. You indemnify C&K from any liability it may have to you or any third party as a result of any information supplied to C&K by you or any of its employees or agents, where such information and documentation is false, misleading or incomplete in a material respect.

You agree to indemnify C&K against all costs incurred in recovering amounts invoiced in accordance with this Engagement Letter.

20. Limitations of liability
Where allowed under law our aggregate liability to you for any losses, liabilities, claims, damages, costs or expenses (including interest where applicable), or any loss or damage which is indirect, consequential, special, punitive, exemplary or incidental, including any loss of profit, revenue, anticipated savings or business opportunity, or damage to goodwill (including interest where applicable), consequential loss and/or any cause of action including for negligence arising in and/or any judgment or order, in each case, however caused or arising as a result of the services or this agreement (together, loss) is limited as described below.

Where the Professional Standards Act 1994 (NSW) as amended (PSA) and the Accountants’ Scheme approved under that Act (Accountants’ Scheme) is applicable to this agreement, the liability of C&K for any loss is limited in the manner provided by the Accountants’ Scheme.

Details of the relevant Accountants’ Scheme are available on the website of the Professional Standards Councils: http://www.psc.gov.au/.

Where the Accountants’ Scheme does not apply, you agree that, the liability of C&K to you for any loss, including without limitation, liability for negligence, in respect of all causes of action arising in connection with the provision of the services under this agreement, shall be limited to the lesser of the fees for the work and ten million dollars ($10 million).

Subject to the aggregate limit of liability specified in the Accountants’ Scheme or the preceding paragraph, whichever applies, the liability of C&K under this agreement for any loss is limited to that proportion of the total direct and indirect loss (including costs and interest) that is attributable to the extent of responsibility of C&K for such loss.

Where the Engagement Letter is addressed to more than one addressee, the limit of liability specified above will have to be allocated between all the addressees. It is agreed that such allocation will be entirely a matter for the addressees, who are under no obligation to inform C&K of it, provided always that if (for whatever reason) no such allocation is agreed, no addressee may dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.

Nothing in this clause excludes, restricts or modifies the application of any provisions of the Competition and Consumer Act 2010 (Cth) (CCA). In the event that C&K is in breach of an implied warranty under the CCA for services provided to a consumer (as defined in the CCA), C&K may, in its absolute discretion, limit its liability to either resupplying the services without charge to you or to pay you the cost of having the services performed again.

You agree that to the extent that any loss suffered by you is attributable to fault, negligence or lack of care on your part, or on the part of any person for whom you are responsible (including other advisors to you), C&K and its partners, directors, associates, employees and consultants have no liability (in tort, contract or otherwise) for such loss.

C&K will not be liable for any loss, or failure to provide the services, which is caused by an unavoidable delay or which arises as a result of us relying on any false, misleading or incomplete information, or in the event of the failure of you or others to supply information.

Neither C&K nor you shall be liable to the other for any consequential loss.

21. Severability
We agree that each of the promises and undertakings given in this letter of engagement are independent from one another and severable.

22. Valuation service & APESB
Any valuation service will be conducted in accordance with APES 225 Valuation Services issued by the Accounting Professional & Ethical Standards Board Limited (APESB).

Any forensic accounting service will be conducted in accordance with APES 215 Forensic Accounting Services issued by the APESB.

23. Governing law and jurisdiction
This agreement is governed and construed in accordance with the law of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of New South Wales for determining any disputes or proceedings arising out of or in connection with this agreement.

24. General
A waiver by one party of a breach by the other party of any term of this agreement does not operate as a waiver of another term or a continuing breach by the other party of the same or any other term of this agreement.

To the extent permitted by law, we disclaim all warranties, either express or implied, in relation to the services and the work other than any written warranty made in this agreement.

The rights and remedies in this agreement are cumulative and not exclusive of any rights or remedies provided by law.

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