These Terms of Business should be read in conjunction with the Engagement Agreement of Services Letter (“Engagement Letter”). These documents form the contract between our client (“you” and when relating to you, “your”) and the SiDCOR Group comprising of SiDCOR Pty Ltd, SiDCOR Cairns Pty Ltd, SiDCOR Port Douglas Pty Ltd and SiDCOR Gold Coast Pty Ltd (referred to as “SiDCOR” or “us” or “we” or “our).
We will provide the services described in the client services plan forming part of the Engagement Letter, or any subsequent, supplementary emails, letters or facsimiles which may describe the services. The contract between SiDCOR and you (“this Engagement”) shall commence on the earlier of:
- the date of the Engagement Letter; or
- the date that you instruct SiDCOR to commence the services.
- Fees and Payments
You agree to pay SiDCOR for the services that it provides to you and any relevant expenses that we incur in relation to such services. Fees for such services will be charged on the basis set out in the Engagement Letter or other correspondence. Where these documents do not state a basis, our fees will reflect the time spent and other factors such as the level of expertise and experience required, complexity, inherent risks, urgency, monetary values involved, outcomes achieved and the need for specialist input. Goods and Services Tax (GST) at the prevailing rate will be added to and forms part of our fees. Unless otherwise specified, invoices for our fees are payable within 14 days from the invoice date. We may arrange for our invoices to be paid by direct debit, but only if you have first signed an authority for us to do so.
Payment of invoices can be made by cheque, Electronic Funds Transfer (EFT), direct deposit or credit card, as indicated on each invoice. Payments by credit card attract a service fee equivalent to the merchant fee levied by the card issuer. These fees are currently 0.85% for Visa and MasterCard and 1.75% for American Express.
SiDCOR uses an online fixed fee proposal system that incorporates the scope of work and fixed fee arrangement for the duration of the agreement. SiDCOR’s methods of billing includes:
- Upon Acceptance of Services: These are one-time services that are billed at the commencement of the engagement. The Invoice will be issued upon acceptance of the engagement and payment will be collected 1 day after the invoice is issued where direct debit terms are agreed to.
- Recurring Services: Includes any services that will be delivered throughout the period of the engagement. An invoice for these services will be delivered on the 1st of each month (or alternative agreed date) and payment will be collected on the same day as agreed where direct debit terms are agreed to.
- Upon Completion: These are one-time services that are billed upon completion of the work. We will notify you when the work is complete and upon receipt of the deliverables, an invoice will be issued, and payment will be collected 1 day after the invoice is issued where direct debit terms are agreed to.
If you entered your payment information when accepting your online proposal, all direct debit payments to SiDCOR will be collected immediately after the invoice is issued.
With respect to direct debit payments, you authorise SiDCOR to re-process any unsuccessful payments 1 day after the initial attempt.
Collection of funds is sourced with a third-party provider, Practice Ignition Pty Limited. Please refer to the following link for Terms & Conditions relating to payment terms.
Unless otherwise agreed, documents will only be lodged with the Australian Tax Office (“ATO”) on receipt of the signed lodgement documentation and the payment of the account, or an Authority to Deduct from Refund form signed.
You may authorise us to maintain a separate trust account for dealing with all money received from you or on your behalf, except for amounts received from you in payment of our fees. If there are ATO refunds expected, these may be used to cover our agreed fees where you have signed the appropriate authority document. Refunds received from any member of your group, whether partner, spouse, company or trust, can be used to offset the account with us held in any name.
- Engagement Scope and Purpose
We will use reasonable skill and care in the provision of the services as outlined in the Engagement Letter. The extent of our procedures and services will be limited exclusively for the purpose set out in the Engagement Letter. As a result, no audit or review will be performed and, accordingly, no assurance will be expressed in accordance with applicable professional standards. 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 that come to our attention.
Tax returns, financial statements and other documents required as part of the services will be prepared for distribution to statutory bodies, shareholders, directors and others as we may agree with you. There is no assumption of responsibility for any reliance on our report by any person or entity other than you and those parties indicated. The documents shall not be used for any purpose other than for which they are specifically prepared. Our documents may include a disclaimer to this effect.
- Provision of Information
Please be aware that the completeness and accuracy of the information you provide to use for any assignment remain your responsibility. Our work will be based solely on the information provided by you, the circumstances made known to us and the assumption set out in our correspondence. We rely on you bringing to our attention as soon as possible any changes in the information provided or circumstances as it may impact our advice.
- Information Relating to your Affairs
Our firm may, from time to time, use the services of third-party contractors to perform some of the services we are engaged to perform for you.
The list of third-party contractors currently used by our firm, to whom client information will or may be disclosed is as follows:
Super Audits – Anthony Boys
5A Broadway, Glenelg South, South Australia
Super Records – Narendra Kasandaria
Suite 3, Level 6, 80 George Street, Parramatta, NSW
Safe Super Audits – Craig Karpin
84 Manning Road, Double Bay, NSW
SiDCOR Gold Coast Office Administration Support
The Outsourced Accountant
SiDCOR Cairns Office Administration Support
We will notify you of any changes to the list of third-party contractors from time to time.
Each client in the Client Group hereby authorises us to disclose information relating to that client’s affairs to such third-party contractors as we may choose to engage to perform such work.
We may also need to disclose information relating to one client’s affairs to other clients in the Client Group to assist in performing our work, to persons responsible for the governance of an entity to comply with accounting standards, or to a professional body of which we are a member, in relation to a quality review program undertaken by that body. Each client in the Client Group hereby authorizes us to do so when we consider it appropriate to further out performance of work for the Client Group, or when required by that professional body.
Acceptance of our services indicates your consent to SiDCOR’s use of outsourced services as described above. Where the outsourced service requires the disclosure of personal information to an overseas recipient a consequence of your consent is that SiDCOR will be required to take reasonable physical, technical and administrative safeguards to ensure that the Australian Privacy Principles set out in the Privacy Act 1988 (Cth) (the “Privacy Act”) are complied with by the overseas recipients of the Personal Information.
At all times we will remain responsible for the work undertaken in the delivery of the agreed services to you.
All original documents obtained from you arising from the engagement shall remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
Our engagement will result in the production of paper or electronic documents or files, which will be supplied to you. Ownership of these documents will vest in you. All other documents produced by us in respect of this Engagement will remain our property.
We have a policy of exploring a legal right of lien over any client documents in our possession in the event of a dispute.
It is our practice to destroy documents belonging to us after they are more than seven years old. You consent to us destroying any documents that may strictly belong to you that are files in our documents.
In many instances, we scan documents received from you and store them electronically. In these instances, unless you have specifically instructed otherwise, you consent to the destruction of any such documents after they have been scanned and stored.
- ASIC Matters
Where we maintain your company secretarial records and manage communications with ASIC and others, we will not pay invoices from ASIC on your behalf. We will ensure any invoices received from ASIC are forwarded to you well in advance of the payment deadline. Please ensure each payment is made promptly, otherwise, penalties may be incurred.
- Intellectual Property
Acceptance of our services by entering into the Engagement Letter indicates your consent to intellectual property rights in all documentation, systems, materials, methodologies and processes used or created in the engagement remaining and being vested in SiDCOR.
- Privacy and Confidentiality
Disclosure by you of personal information to us in the course of our engagement is subject to the Privacy Act. We are providing services on the basis that you have complied with any requirements of this act when disclosing personal information about an individual to us. As we rely on you to fulfil these obligations you agree to indemnify SiDCOR, its Directors and staff against any claim, loss or expense resulting from your failure to make any disclosure or obtain any consent required under the act or otherwise comply with the act.
If the delivery of our services requires a third party to supply personal information to us at your request, it is your obligation to ensure that the third party complies with the Privacy Act and you agree to indemnify SiDCOR, its Directors and staff against any claim, loss or expense resulting from that party’s failure to do so.
We utilise third-party software systems as part of our service delivery to you. Some of these systems store data on service domiciled in the United States, United Kingdom, Philippines and/or Indonesia and Singapore. At all times, your data is under our control and we have taken all reasonable physical, technical and administrative safeguards to protect your privacy.
In conducting this Engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required our allowed for by law, or with your express consent. All our team members have strict confidentiality requirements in their contracts of employment.
Our files may be subject to review as part of the quality control review of our professional body, Chartered Accountants Australia and New Zealand. You acknowledge that, if requested, our files relating to this Engagement will be made available under this program. Should this occur, we will advise you.
- Limitation of Liability
Our liability is limited by a scheme approved under Professional Standards Legislation. The liability of SiDCOR, its Directors, employees, associates and contractors:
- only arises in respect of a negligent action or omission or non-compliance with the law of SiDCOR, its Directors, employees, associates and contractors; and
- is limited to a maximum of $500,000 where the fee for Engagement is up to $50,000, or ten times the fee (subject to a ceiling) where the fee for Engagement is in excess of $50,000. Further information on the scheme is available from the Professional Standards Council’s website.
Please note that SiDCOR accepts no liability:
- in relation to loss of business opportunity, profit or goodwill, or any other anticipated earnings or benefits;
- in relation to consequential loss; and
- to anyone other than to you in connection with this Engagement, unless otherwise agreed by SiDCOR in writing. In absence of such agreement, you agree to indemnify SiDCOR against any claim, loss or expense brought by another party in connection with this Engagement.
- Your Obligations & Rights
The Tax Agents Services Act 2009 (Cth) requires us to advise you of your rights and obligations where we are acting for you on taxation matters. In relation to the taxation services provided:
- You are subject to the self-assessment system in relation to any of your income tax returns. The Commissioner is entitled to rely on any statements made in your income tax returns. Where those statements are later found to be incorrect, the Commissioner may amend your income tax assessments and, in addition to any tax assessed, you may also be liable for penalties and interest charges.
- You have an obligation to keep proper records that will substantiate the taxation returns prepared and which will satisfy the substantiation requirements of the Income Tax Assessment Act 1997 (Cth). Failure to keep such records could result in claims being disallowed, additional tax being imposed, and the imposition of penalty or general interest charges.
- You are responsible for the accuracy and completeness of the and information required to comply with the various taxation laws. We will use this information supplied in the preparation of your returns.
- Your rights as a taxpayer include:
- The right to seek a private ruling;
- The right to object to an assessment by the Commissioner;
- The right to appeal against an adverse decision by the Commissioner.
Certain time limitations may exist for you to exercise these rights. Should you wish to exercise these rights at any time you should contact us so that we can provide you with the relevant time frames and to discuss any additional requirement which may exist.
- Treatment of tax refunds
Any tax refunds owing to you or your associated entities will be directed to the bank account nominated by you. The ATO will be advised of your nominated account for the payment of refunds.
- Your disclosure and recordkeeping obligations
You are required by law to keep full and accurate records relating to your tax affairs. It is your obligation to provide us with all information you reasonably expect will be necessary to allow us to perform work contemplated under this Engagement within a timely manner or as requested. This includes providing accurate and complete responses to the questions asked of you by us within a reasonable time frame – normally within two business days. Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees. We will not verify the underlying accuracy or completeness of the information you provide to us.
You are also required to advise us on a timely basis if there are any changes to your circumstances that may be relevant to the performance of our services. Specifically, if any subsequent event results in the information you provided to us being inaccurate, incomplete or misleading, then you are obliged to advise us as soon as possible. We take no responsibility to the extent that our advice is inaccurate, incomplete or misleading because it is based on inaccurate, incomplete or misleading information being provided to us.
You agree that the performance of our services is dependent on the performance of your obligations relating to disclosure and record keeping. Where we are preparing accounts and tax returns the quality of the information you provide also impacts on the fees we charge, and we may need to increase our fees if the quality is not as reasonably expected.
The Taxation Administration Act 1953 (Cth) contains specific provisions that may provide you with “safe harbours” from administrative penalties for incorrect or late lodgement of returns if, amongst other things, you give us “all relevant taxation information” in a timely manner. Accordingly, it is to your advantage that all relevant information is disclosed to us as any failure to you to provide this information may affect your ability to rely on the “safe harbour” provisions and will be considered in determining the extent to which we have discharged our obligations to you.
Under the self-assessment provisions of the current tax legislation, the onus is on the client to have adequate documentation to support your income tax returns and, with respect to the deductions claimed and transactions within your group of entities. Be aware that your accounts and tax returns may be subject to tax audit and that penalties apply for incorrect returns.
You also have certain obligations under Australian Taxation laws, such as the obligation to keep proper records and the obligation to lodge returns by the due date. All records relating to the preparation of an income tax return must be retained by a taxpayer for a period of 5 years from the date of lodgement of the tax return and must be available for inspection by staff of the ATO if requested. These records are not required to be lodged with the return.
- Our Obligation to Comply with the Law
We have a duty to act in your best interests. However, the duty to act in your gest 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 interest. For example, we could not lodge an income tax return for you that we knew to be false in a material respect.
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 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.
- Conflict of Interest
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 interests during this Engagement are changes to your business circumstances, events affecting your family (e.g. death and/or marriage breakdown) or a legal action commencing against you.
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 depends in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
- Email Communication
You acknowledge that communication by email has the possibility of inadvertent misdirection or non-deliver of confidential information. To assist in the minimisation of any risks, where communication occurs via email both parties will implement procedures to protect data integrity including virus checking of any attachments prior to opening them.
Unless you notify us to the contrary in writing, you consent to the use of email as outlined above and accept the risks.
Neither you nor SiDCOR will be liable to the other for any delay or failure to fulfil their 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, floods, acts of God, war, riot, strikes, lockouts and industrial disputes.
In the event of any conflict between these Terms of Business and the Engagement Letter, the Engagement Letter will take precedence.
The contract comprising these Terms of Business and the Engagement Letter forms the entire agreement between you and SiDCOR relating to the provision of services. It supersedes any previous correspondence of other communications whether oral or written. It applies until any changes or termination are agreed in writing.
Nothing in these Terms of Business or the Engagement Letter restricts SiDCOR from providing services to other clients.
This Engagement covers the current and future financial years unless there are changes to our engagement terms or the nature of the engagement changes. In this case, we will issue you with a new engagement letter. The fees for successive years will be agreed with you in advance of work commencing with a new agreement of services document being provided.