As at 30th August 2017.
Terms of Business
EZY Accounting Solutions has set out in this document our basic terms and conditions (the “Terms and Conditions”), which together with our Engagement letter (together called “this Agreement”), will apply to all work performed by EZY Accounting Solutions (“EZY Accounting”, “EZY”, “we” or “us”) for you (the “Client”) with respect to this Engagement.
1. Authorisations
1.1 Each of EZY Accounting Solutions and the Client confirms that it has obtained all necessary authorisations to enter into and perform this Agreement (“Agreement”).
2. Performance of the Services
2.1 EZY Accounting Solutions will provide the Services set out in our Engagement Letter and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
2.2 To perform the Services successfully, we require your timely cooperation, including:
(a) providing Accounting promptly with all information and documents that we reasonably require to enable us to provide the Services. This also includes access to appropriate members of your staff, records, information, technology, systems and premises;
(b) ensuring that all information you provide to us is true, correct and complete;
(c) arranging access to third parties where applicable;
(d) ensuring that appropriate back up, security and virus checking procedures are in place for any computer facilities you provide;
(e) making decisions promptly to facilitate the performance of the Services; and
(f) allowing and authorising access to automated bank downloads which are required for all subscription services.
2.3 Unless both parties agree otherwise in writing, 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.
2.4 The scope of the Services is limited to the work specified in our Engagement Letter. The services that we provide are not legal services and do not constitute legal advice. Either party may request changes to the Services.
2.5 Our work will be based on the information provided to, or obtained by, us. We rely on you bringing to our attention any changes in the information as originally presented, as it may affect our advice. You will ensure that information supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars. We will not verify the accuracy and completeness of such documentation or information.
2.6 In the course of providing the Services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such oral comments or draft documents, conclusions or advice as they may be subject to further work, revision and other factors. The final results of our work will be set out in our final report or advice.
2.7 Changes in the law 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.
2.8 You acknowledge that information made available by you or relating to you and known by Principal or staff at EZY Accounting who are not engaged in the performance of the Services shall not be deemed to have been made available to the individuals within EZY Accounting who are engaged in the provision of the Services.
3 Services Solely for Client Benefit
3.1 The Services will be provided solely for your benefit and use unless provided otherwise in the Engagement Letter. Except as required by law, you must not provide any documentation or deliverables in respect of the Services to any third party (including without limitation, the filing of information containing or referring to any of our reports with regulators or the inclusion of our reports in any public document) without our written consent. We accept no liability or responsibility to any third party in respect of the Services.
4.1 Subject to clause 4.2, no Party may (and each Party must use its reasonable endeavours to ensure that none of its auditors, officers, employees or agents):
A Party may disclose, and may permit its auditor, officers, employees, advisers and agents, to disclose, any Confidential Information:
5 Privacy of Personal Information
5.1 In performing the Services, we agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (“Privacy Act”) and any other applicable legislation or privacy guidelines, as set out in our Privacy Policy which is available on our website at: www.ezyaccountingsolutions.com.au (“Website”).
5.2 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.
5.3 If the Services require us to collect personal information from a third party, you will ensure that such collection of personal information complies with the Privacy Act, and do and be responsible for, all things necessary (including obtaining appropriate consents) for us to collect such personal information.
5.4 If information is disclosed to us in the course of our engagement, it will be treated in accordance with the Privacy Act and the terms of our privacy policy.
6 Intellectual Property
6.1 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 EZY Accounting or created in the course of the engagement by us shall remain the property of EZY Accounting Solutions.
6.2 Title to, and all Intellectual Property Rights in relation to your data remain your property. You grant EZY Accounting a license 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 EZY Accounting fees.
6.3 You must retain original copies of all data provided to and by EZY Accounting. EZY Accounting 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. EZY Accounting expressly excludes liability for any loss of client Data.
6.4 You must not use the EZY Accounting Solutions logo on any websites or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent.
6.5 The working papers for this engagement, including electronic documents and files, are our property and constitute Confidential Information.
7 Access conditions
7.1 You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You are responsible for all use of your usernames and passwords, and liable for any loss or damage that we suffer, caused by misuse of your usernames and passwords. We are not liable for any loss or damage that you suffer, caused by misuse of your usernames and passwords. You must immediately notify us of any unauthorized use of your passwords or any other breach of security. We will then notify the software provider in question who will reset your password and you must take all other actions that EZY Accounting and the software provider reasonably deems necessary to maintain.
8 Electronic Communications
8.1 We will communicate with you electronically, including sending you Commercial Electronic Messages (as that term is defined in the SPAM Act 2003). You consent to us sending Electronic Communications to you.
8.2 Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to you.
9 Fees and Expenses
9.1 Where you have signed up to the Service, we will not change the amount or frequency of the charging arrangements without your prior approval.
9.2 Accounts are to be paid prior to work being performed, as set out in the Engagement Letter except where otherwise mentioned. Work will not be performed until payment is received. This may result in delays in EZY Accounting performing services in a timely manner. For a Service that includes a monthly recurring subscription charge, we will charge you (“the client”)for that subscription fees every month and this will be separate from our fees.
9.3 The consideration payable for any supply made or to be made under this Agreement is exclusive of any goods and services tax (“GST”). If GST is payable on any supply made or to be made under this Agreement, you agree that the consideration payable for any such supply shall be increased by an amount equal to the amount of GST payable toEZY Accounting in respect of that supply
9.4 We may revise our fee scale from time to time. Rates quoted to you remain in force until next 30 June. We may increase our fees for any work performed after those dates. We reserve the right to change our rates outside these dates and will communicate any such change directly to you. Where we inform you in advance, out-of-pocket expenses incurred in connection with the engagement will be charged to you.
9.5 If we receive any notice or demand issued by any third party, including ASIC, the ATO, the Australian Stock Exchange, any government statutory body or instrumentality or any court or tribunal in relation to or in connection with the Services, you agree to pay our reasonable professional costs and expenses (including solicitor/client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand. We will notify you as soon as practicable (unless restricted by law) where we receive any such notice or demand.
9.6 If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to contact us via phone or email or can request a call back from us. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
10 Contractors and Third Parties
10.1 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.
11Relationship with other Clients
11.1 EZY provides services to other client, some of whom may be in competition with you (“the client”) or have interests, which conflict with you. EZY will not be prevented or restricted by virtue of the relationship with you under this Agreement from providing services to other clients.
12 Termination
12.1 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.
12.2 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 5 days. On termination, we are not obligated to perform any of the services listed out in your Package. 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.
12.3 We may terminate the Terms at any time, without notice, if:
(a) we consider that a request for a Service is inappropriate or for any improper, immoral or unlawful purpose;
(b) if you fail to provide us with clear or timely instructions to enable us to provide the Services;
(c) we consider that our working relationship has broken down including a loss of confidence and trust;
(d) for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe; or
(e) you fail to pay an Invoice within 30 days of the due date.
This is in our sole and absolute discretion.
12.4 On termination or completion of this Agreement, pay all amounts outstanding for Services rendered. We may retain our working papers and documentation or software prepared by us and any other documentation on which our Services are based to enable us to maintain a professional record of our involvement. You may retain your originals and any copies of our reports and letters made in accordance with the provisions of this Agreement.
12.5 Termination of the Agreement shall be without prejudice to any accrued rights of both parties.
12.6 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.
13 General
13.1 Our relationship with you
You acknowledge and agree that our relationship with you is that of an independent contractor. Neither of us may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that is has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.
13.2 Waiver
A failure or delay by a party in exercising a power or right given to it under this Agreement 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 Agreement does not affect any other provision of this Agreement.
13.3 Conflict of interest
You are also 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.
13.4 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria and the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in an inconvenient forum or to claim that those courts do not have jurisdiction.
13.5 Force majeure
Neither of us will be liable to the other for any delay or failure to fulfil their obligations (excluding payment obligations) under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, flood, acts of God, acts or regulations of any governmental authority, war, riot, terrorist activities, strikes, lockouts, industrial disputes, including without limitation, incorrect email addresses, internet failures, computer equipment failures, other equipment failures, or non-performance of third parties.
13.6 No assignment
Neither of us may transfer, charge or otherwise seek to deal with our rights or obligations under this Agreement without prior written consent of the other party, except that we may each transfer our respective rights and obligations to any partnership or legal entity authorised to take over all or part of our business.
13.7 Validity of Agreement terms and severance
If any provision of this Agreement is held to be invalid, in whole or in part, such provision shall be deemed not to form part of and will be severed from, the Agreement. The enforceability of the remainder of the Agreement will not be affected.
13.8 Entire agreement
This Agreement forms the entire agreement between us relating to the Services. It replaces and supersedes any previous correspondence, understandings or other communications (written or oral).
14 Our obligation to comply with the law
14.1 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.
14.2 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
14.3 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.
14.4 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 updated 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.
15 Website Terms and Conditions
This website is operated by EZY Accounting Solutions.
By accessing or using this website, you agree to the following terms and conditions and any applicable laws relating to the use of this website. If you do not agree to these terms, you must not access or use this website.Please read these terms and conditions carefully. By using our website or using any service provided by us through the website, you agree to be bound by these terms and conditions and any policies which may be applicable, including our Privacy Policy.
16 Amendments to Terms and Conditions
We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon publication on this website. Your continued use of the website following such notification will represent an agreement by you to be bound by the terms and conditions as amended.If you do not agree with any of these terms and conditions, please exit this website and contact us directly with any queries that you may have.
17 Reliance on Content
The information within this website is distributed as general information source only and may change or be removed without notice.
Although every effort has been made to ensure the reliability of information supplied, EZY Accounting Solutions gives no warranty as to accuracy, currency, reliability, fitness and suitability of anything on this website.
18 Further Information
If you wish to contact us about your personal information, to obtain further information about privacy or to lodge a complaint, you should contact our Privacy Officer at the following email address:enquiries@ezyaccountingsolutions.com.au
For further information, please visit the Federal Privacy Commissioner’s website at www.privacy.gov.au