This document together with the attached Engagement Letter and, where applicable, any subsequent Confirmation Letter, form the Contract with Adams Alexander Pty Ltd (referred to as ‘We’, ‘Us’ and ‘Our’).  The terms defined in the Engagement or Confirmation Letter has the same meaning in these Terms of Business.

1. Services

We will provide the services described in the attached Engagement Letter.
Our work will be based solely on the information provided, the circumstances made known to us and the assumptions set out in our correspondence.  We rely on you bringing to our attention as soon as possible any changes in the information as originally presented as it may impact on our advice.

Changes in the law and in interpretations may take place before our advice is acted upon or may be retrospective in effect and we assume no responsibility for changes occurring after the date of completion of the relevant services.

Some of the matters on which we may be asked to advise on may have personal tax implications for directors and employees for which we are not responsible unless specifically instructed to address these issues on an individual basis.
 

Changes to Services

Either of us may request changes to the services to be provided or changes to any other aspect of the Terms of Business but no such changes take effect unless agreed in writing.  Both of us agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing or any other aspect of the services

2. Reporting

We will report to you in accordance with the terms set out in the Engagement or Confirmation Letters.  You may make copies of any reports for your own internal use but you must not provide the report or copies of it to any third party without first obtaining our written consent.  Such consent will only be granted on the terms we deem appropriate which will include that we accept no duty or responsibility to any other party who may seek to rely on our report.  In some cases appropriate releases from third parties may be required.

Intellectual Property

Intellectual property rights in all documentation, systems, materials, methodologies and processes brought to the assignment or created in the course of the assignment shall remain and be vested in Adams Alexander Pty Ltd.

3. Information

You agree to provide in a timely fashion all information and documents reasonably required to enable us to provide the services.  Unless otherwise stated in the Engagement or Confirmation Letter, we will not independently verify the accuracy of such information and documents and we will not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you

2. Fees and Payment
How fees will be calculated

Fees for the Services will be charged on the basis set out in the Engagement or Confirmation letter.  Where these letters do not state the basis on which our fees will be charged, our fees after taking into account cost savings arising directly or indirectly from the New Tax System applying from 1 July 2000, will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency of the matter.  Goods and services tax (“GST”) at the prevailing rate will be added to and forms part of our fees.

Our total fees or hourly rates and, where applicable, out of pocket expenses (our “Billings”) are based on the currently applicable GST rate (except where we have assessed that the services to be provided GST free).  If this GST rate changes, our Billings will be adjusted to reflect the change.

Expenses

All charges are exclusive of expenses unless the Engagement or Confirmation Letter states otherwise.  We will charge you out of pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, fax and courier, etc) incurred in connection with the services.  The charges will be calculated as the amounts incurred by us (net of any applicable GST input tax credit to which we are entitled) plus GST as applicable.  Any special expense arrangements will be agreed and set out in the Engagement or Confirmation Letter.

Payment of Invoices

Unless specifically agreed otherwise, your obligation to pay us fees and expenses to which we are entitled, will arise in accordance with the payment terms outlined in the Engagement letter.  Where an amount for GST is stated to be a component of the fees and expenses, our fee account will comply with the law specifying what is a “tax invoice” for GST purposes.

Interest
Adams Alexander Pty Ltd reserves the right to charge interest on accounts that are overdue by more than a month at the rate prescribed by the Penalty Interest Rate Act 1983 (VIC) calculated daily and compounded monthly.

Recovery Costs
The customer shall pay all legal and administrative costs and expenses incurred by Adams Alexander Pty Ltd, its legal advisers, mercantile agents and others in respect of overdue accounts, including mercantile agents commission.

Jurisdiction
These terms and conditions shall be governed by the laws in the state of Victoria and where appropriate the Commonwealth of Australia and the parties shall submit to the non-exclusive jurisdiction of the Courts of the state of Victoria. 

5. Term and Termination

Duration of Contract
This Contract will apply from the commencement date stated in the Engagement or Confirmation Letter, if any, or where no commencement date is specified from the date of acceptance of the Contract as specified in the Engagement or Confirmation  Letter.

Termination
The Contract may be terminated by either party by written notice if either party fails to remedy a material breach of these Terms of Business. Otherwise the contract may be terminated by either party provided 30 days written notice of such termination is given.

Adams Alexander Pty Ltd shall be entitled to retain any property, books or records of the client which are from time to time in its possession or under its control until all fees, disbursements and interest due to the firm have been paid in full.

6. Confidentiality
To afford the maximum protection to your confidential interests, all employees of Adams Alexander Pty Ltd are employed under a service contract which contains a clause strictly forbidding the unauthorised disclosure of information.

7. Liability

7.1  Adams Alexander Pty Ltd will use reasonable skill and care in the provision of the Services as set out in the Engagement or Confirmation letter.

7.2  To the extent permitted by law, Adams Alexander Pty Ltd excludes all warranties, conditions or terms, other than those expressly set out in these terms and conditions including, but not limited to, all warranties, conditions or terms implied in fact or by law.  Nothing in this clause 7 has the effect of excluding, restricting or modifying any non-excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the Trade Practices Act 1974 (Cth) (or any other legislative provision).

7.3  Where Adams Alexander Pty Ltd is not entitled to exclude a warranty, condition or term implied in fact or by law, and to the extent permitted by law, Adams Alexander Pty Ltd’s liability for breach of any such warranty, condition or term is limited to:

(a)  in the case of Services, at the option of Adams Alexander Pty Ltd, either the resupply of the Services or payment of the cost of having the Services resupplied; and

(b)  in the case of documentary deliverables or materials, at the option of Adams Alexander Pty Ltd, either the resupply of the deliverables or materials or payment of the cost of having the deliverables or materials resupplied.

7.4 In all instances, other than as set out in clauses 7.2 or 7.3, the total aggregate liability of Adams Alexander Pty Ltd for loss or damage (including indirect and consequential loss or damage), caused by, or 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 or not Adams Alexander Pty Ltd was advised of the possibility of such loss or damage, the total aggregate liability of Adams Alexander Pty Ltd in respect of the services provided under this engagement is limited to 50% of the fees paid to Adams Alexander Pty Ltd in respect of the services.

7.5 You agree that if you make any claim against us for loss as a result of a breach of our contract, and that loss is contributed to by your own actions, then liability for your loss will be apportioned as is appropriate having regard to the respective responsibility for the loss, and the amount you may recover from us will be reduced by the extent of your contribution to that loss.

8.Documents

It is our practice to destroy documents belonging to us after they are more than five years old.
Should you require any documents to be retrieved from archive a fee of $110.00 (including GST) will apply.

Your acceptance of these terms includes your consent for us to destroy any documents which strictly belong to you which have been filed amongst our own papers.

9. Audit and Record Keeping

We understand that an audit of the financial statements is not required, and therefore we will not be expressing an opinion as to the truth and fairness of those statements.  A disclaimer will be attached to all unaudited accounts prepared.

Our involvement in this type of engagement will not disclose fraud, defalcations or other irregularities which may occur.  However, any material weaknesses in the accounting or internal control systems which come to our notice will be drawn to your attention.

You or your staff will be responsible for maintaining and regularly balancing all books of account.  All accounting services will be provided as your agents and on the basis that you will make full disclosure to us of all relevant information.

All records relevant to the preparation of an income tax return must be retained by a taxpayer for a period of five years and these must be available for examination by the Commissioner of Taxation upon request.

Taxpayers must satisfy minimum standards of reasonable care and demonstrate “reasonably arguable positions” in relation to contentious issues in order to minimise penalty exposures.  While the Australian Taxation Office does not require documents to be lodged with an income tax return, any work papers and research papers prepared to support amounts documented in the return must be sufficiently documented.

10.Communications

10.1   During our performance of the Services we may wish to send messages and/or documents to each other by e-mail.  As e-mail carries with it the possibility of inadvertent misdirection, or non-delivery of confidential material, unless you notify us otherwise you consent to the use of e-mail in accordance with clause 10.2.

10.2   Where messages are sent by e-mail, we will adopt the following procedures and require you to do likewise:

(1)   If sending a confidential e-mail message, the sender will indicate if a response is not wanted in an electronic form.  All risks connected with sending by e-mail commercially sensitive information relating to your business are borne by you and are not our responsibility.  If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

(2)   Both parties will carry out procedures to protect integrity of data, in particular, it is the recipient’s responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise.

11. Registered Office

The use of our office as the registered office of the company is solely for the purpose of acting as agent for the receipt of any    documents delivered or served upon the company.  It shall not constitute the place from where the company carries on its   business.  Any documents received will be forwarded to the company secretary or dealt with in such manner as you may, from time to time, direct.

12. Exclusivity
Adams Alexander Pty Ltd will not be prevented or restricted by anything in this Contract from providing services for other clients.

13. General
Entire Agreement
This Contract comprising the Engagement or Confirmation Letter and Terms of Business forms the entire agreement between us relating to the services.  It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.

Engagement Letter to take Precedence
In the event of any conflict between these Terms of Business and the Engagement or Confirmation Letter, the Engagement or Confirmation Letter will take precedence.

Assignment
Neither party may, nor have the power to, assign or otherwise deal with its rights or obligations under this Contract without the prior written consent of the other party, except that Adams Alexander Pty Ltd may without consent assign or novate this Contract to a successor of the business of Adams Alexander Pty Ltd to which this Contract relate