Standard terms and conditions of engagement
1. ENGAGEMENT
1.1. Our letter of engagement to you for each matter in which you request our services (engagement letter) and these standard terms and conditions of engagement (standard terms) of Advisory Partner Connect Pty Ltd and any of its related practice entities, partners, directors, contractors and employees (collectively referred to as Advisory Partner) including any written variation (together called this agreement) will apply to the work to be performed for you (the client) as described in the engagement letter (the services).
1.2. This agreement constitutes the entire agreement between Advisory Partner and the client. Where there is any inconsistency between the engagement letter and these terms, the engagement letter will prevail.
1.3. The client acknowledges that Advisory Partner is engaged under this agreement as an independent contractor. No person is authorised to give any representations on behalf of Advisory Partner except as set out in the agreement and any such representations, which have been or may be given, cannot be relied upon and are void.
1.4. If any of the terms of this agreement are or become invalid, illegal or unenforceable, the remainder survive unaffected.
1.5. The offer contained in the engagement letter must be accepted by the client in writing. Notwithstanding, we will treat the terms of this agreement as accepted by you if you continue to instruct us (in writing or orally) to perform the services or use our services.
2. CLIENT OBLIGATIONS
2.1. The client agrees to pay for the services described in the engagement letter.
2.2. The client will provide promptly to Advisory Partner all reasonable and necessary assistance, including access to all information Advisory Partner considers to be relevant to the provision of the services, to enable Advisory Partner to provide the services. The client must update information provided by it to Advisory Partner where there has been a material change to that information (including but not limited to that information becoming untrue or misleading) which affects the scope or performance by Advisory Partner of the services.
3. UNAVOIDABLE DELAYS
3.1. Advisory Partner is not liable for any failure or delay in providing the services if caused, or contributed to, by an act or event (including non-performance of the client’s obligations) that is beyond the control of Advisory Partner or was not foreseen at the time of entering into this agreement. Advisory Partner will advise the client of the delay and cause. Advisory Partner is entitled to review its fees where such delays occur.
4. SPECIFIED ENGAGEMENT PERSONNEL
4.1. The client will not:
(a) offer employment to any Advisory Partner partner, contractor or employee providing the services (personnel)
(b) induce or solicit personnel to take up employment with the client, or
(c) use the services of personnel, either independently or via a third party,
during and for a period of six months following the end of the provision of the services to the client, without Advisory Partner’s prior consent.
5. USE OF REPORTS AND ADVICE
5.1. All communications by Advisory Partner with the client, its employees, contractors or agents, whether written or oral, are provided solely for the use of the client in connection with this agreement, and must not, without Advisory Partner’s prior written consent, be used for any other purpose or referred to in any document or made available to any other person (except the client’s legal advisers or other professional advisers assisting in matters related to this agreement). No other party is entitled to rely on Advisory Partner’s reports or advice for any purpose whatsoever. Advisory Partner disclaims any responsibility to any such third party who has had communicated to them the report or advice provided by Advisory Partner to the client under this agreement.
5.2. By entering into this agreement you consent to us communicating with you or on your behalf electronically. If any report or correspondence containing opinions or advice is sent electronically, Advisory Partner will not be responsible for any unauthorised copying, interception, interference, alteration or delivery failure of the transmission. Advisory Partner does not warrant that the electronic transmission is virus free or will not harm the client’s computer systems.
5.3. Written advice and final reports take precedence over any oral advice and interim reports and no reliance should be placed by the client on any such oral advice or interim reports. Advisory Partner is not responsible for updating any opinions, advice or reports subsequent to the issue of a final version.
6. PROFESSIONAL FEES AND PAYMENT TERMS
6.1. Unless otherwise specifically agreed, Advisory Partner’s fees will be based on hourly rates which take account of the level of personnel assigned to the engagement. If an estimate of fees has been provided by Advisory Partner to the client, Advisory Partner will advise the client if it considers the estimate is likely to be exceeded.
6.2. The client agrees to pay any tax or other charge imposed on Advisory Partner (now or in the future) in relation to any transactions arising in connection with, or as an outcome of, this agreement. This includes (but is not limited to) any goods and service tax (GST) imposed under the A New Tax System (Goods and Service Tax) Act 1999 (Cth) as amended. Any fees charged by Advisory Partner under this agreement will be initially calculated exclusive of GST. Where GST is payable on any supply provided under this agreement, the client agrees that the fee payable for this supply will be increased by an amount equivalent to the GST payable by Advisory Partner for that supply.
6.3. If there is a reason that justifies termination, Advisory Partner is entitled to its fees incurred up to the termination date.
6.4. Disbursements paid or incurred by Advisory Partner on behalf of the client are separate to Advisory Partner’s professional fees. Disbursements include photocopying, telephone calls, couriers, facsimiles, travel fares and desktop publishing services. For travel disbursements, Advisory Partner’s standard policies apply which are to use business class within Australia for flights of duration greater than two hours (otherwise economy) and business class or equivalent for overseas air travel. All disbursements will be charged at cost and itemised in Advisory Partner’s invoices.
6.5. Advisory Partner will issue invoices monthly or once significant amounts of time have been incurred. Except where the engagement letter states otherwise, invoices are payable within 14 days of receipt. Advisory Partner reserves the right to charge interest on overdue amounts at an annual rate of 2 per cent over the Reserve Bank of Australia base rate ruling on the date payment is due.
7. CONFIDENTIALITY AND PRIVACY
7.1. Advisory Partner may wish to obtain publicity for work conducted on behalf of its clients. Permission to attribute work for the client publicly will always be obtained in advance. Notwithstanding this condition, Advisory Partner assumes the right to use references in proposals or other similar submissions made to other prospective clients, unless the client expressly prohibits such disclosure.
7.2. Unless otherwise agreed, Advisory Partner is authorised by the client to communicate with or meet any other person it may need to contact to perform the services or who the client requests Advisory Partner to contact.
7.3. Without the client’s consent, the persons from Advisory Partner referred to in the engagement letter will not conduct any work on behalf of any other client relating to the services, nor disclose to any other individuals within Advisory Partner, engaged on work for any other client relating to the services, any confidential information.
7.4. Save as set out above or as required by law, court or arbitration proceedings, regulations including those made under the Corporations Act 2001 (Cth), professional duty, or as requested by regulatory authorities, or as is necessary to protect its own legitimate interests, Advisory Partner will not disclose any confidential information about the client which it obtains during the course of this agreement to any other person (except its own advisers).
7.5. Under the Privacy Act 1988 (Cth) (Privacy Act), Advisory Partner is required to advise the client that we collect information about the client to assist Advisory Partner in performing and promoting the services. Generally, this information is collected through the communications Advisory Partner has with the client, but may also be obtained through other sources in the course of providing the services. Advisory Partner takes reasonable measures to ensure such information is accurate and held securely. Advisory Partner will not disclose information about the client to any person except in the course of providing the services or for the ordinary administration of Advisory Partner’s business, unless permitted or authorised to do so under the Privacy Act or other applicable law. The client can request access to, or correction of, information held by Advisory Partner about the client or inform Advisory Partner that it does not wish to receive promotional material from Advisory Partner, by making a written request to the Advisory Partner Admin Officer whose contact details appear in the Advisory Partner contact section at www.advisorypartner.com.au.
7.6. In conducting the services, it may be necessary for Advisory Partner to obtain from the client’s records personal and sensitive information about employees of the client or of other persons connected with the client’s business, as otherwise Advisory Partner may not be able to provide the services requested. The client acknowledges that necessity and must make those persons aware that Advisory Partner has this information and the reasons for its collection and possible disclosure to government or other regulatory bodies in providing the services. The client declares that it is authorised to release such information to Advisory Partner. This authority is given on the understanding that Advisory Partner will only deal with that information in accordance with its privacy policy and the Australian Privacy Principles under the Privacy Act.
8. CONFLICT OF INTEREST
8.1. Before entering into this agreement, Advisory Partner will attempt to ensure it does not create a conflict of interest or, if it does, proper steps (acceptable to the client and permitted by law) are taken to manage the conflict.
8.2. Advisory Partner cannot always identify conflicts because clients frequently trade through subsidiaries or branches whose names are unknown to Advisory Partner. The client agrees to provide Advisory Partner with any names used by it or names of associated companies, to be included in Advisory Partner’s conflict checking procedures. If you become aware during the course of a matter that your interests are or may become opposed to those of another person or entity, you should advise us immediately.
8.3. If a conflict of interest does arise during the term of this agreement, the engagement partner or Advisory Partner managing partner will discuss it with the client and with the other party to the conflict to attempt to achieve a prompt and satisfactory resolution. The client’s details will be kept confidential during those discussions unless otherwise agreed.
9. COPYRIGHT AND INTELLECTUAL PROPERTY
9.1. Unless otherwise agreed, Advisory Partner retains copyright in all material provided to the client or otherwise generated in connection with this agreement.
9.2. The client must keep confidential any methodologies and technology used by Advisory Partner in connection with this agreement
10. RETENTION OF FILES
10.1. Advisory Partner reserves the right to keep the client’s files and documents if there is money owing by the client to Advisory Partner for professional fees or disbursements, even if this agreement is terminated by Advisory Partner.
10.2. The client authorises Advisory Partner to destroy its files in connection with this agreement after a period of 7 years from the date Advisory Partner provides the client with a final invoice under this agreement. Advisory Partner accepts no liability in the event of earlier loss of stored files or documents although reasonable care will be taken to avoid loss.
11. LIMITATION OF LIABILITY
11.1. Liability in connection with services rendered is limited by a scheme approved under professional standards legislation. Should further information be required or a copy of the legislation, please contact Advisory Partner.
11.2. To the extent permitted by law, where professional standards legislation, the Competition and Consumer Act 2010 (Cth), Chartered Accountants Australia and New Zealand schemes and CPA Australia Ltd scheme do not apply, the client agrees Advisory Partner’s liability, including without limitation liability for negligence to the client in respect of all causes of action arising in connection with the provision of the services under this agreement, shall be limited to the sum which would be payable if the professional standards legislation and Chartered Accountants Australia and New Zealand schemes did apply.
11.3. Subject to the aggregate limit of liability specified in clauses 11.1 and 11.2 above and the agreement generally, the liability of Advisory Partner under this agreement is limited to that proportion of the total direct and indirect loss and damage (including costs and interest) that is attributable to the extent of responsibility of Advisory Partner for such loss and damage. The client agrees that to the extent that any loss or damage suffered by the client is attributable to any act, omission, conduct, fault, negligence or misconduct on the client’s part, or on the part of any person for whom the client is responsible (including other advisers to the client), Advisory Partner and its partners and employees have no liability (in tort, contract, statute or otherwise) for such loss or damage. For the purposes of the application of any legislation relating to apportionment of liability, any claim or action taken by the client against Advisory Partner under this agreement shall be deemed to be an apportionable claim.
11.4. Where the engagement letter is addressed to more than one person or entity (the addressees), the limit of liability specified above applies to the services performed by Advisory Partner and will have to be allocated between the addressees. It is agreed that such allocation will be entirely a matter for the addressees, who are under no obligation to inform Advisory Partner 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.
11.5. Subject to the limitation of liability under the Competition and Consumer Act and the Chartered Accountants Australia and New Zealand schemes, nothing in this clause excludes, restricts or modifies the application of any provisions of the Competition and Consumer Act. If Advisory Partner is in breach of an implied warranty under the Competition and Consumer Act for services of a kind ordinarily acquired for personal, domestic or household use or consumption, Advisory Partner may, in its absolute discretion, limit its liability to either resupplying the services or paying the cost of having the services performed again.
12. OCCUPATIONAL HEALTH AND SAFETY
12.1. Without limiting any other provisions of these standard terms, the client agrees to adhere to and comply with all relevant occupational health and safety legislation, regulations and codes of practice that apply in connection with the provision of the services by personnel on the client’s premises.
12.2. For the avoidance of doubt, the indemnity provided at clause 13.1 will apply if the client breaches clause 12.1.
13. INDEMNITIES
13.1. To the extent permitted by law, the client agrees to indemnify Advisory Partner and its partners, contractors and employees against all losses, liabilities, claims, costs or expenses incurred by Advisory Partner for any claim or action by a third party arising from or in connection with provision of the services. This indemnity does not apply to any liabilities, costs or expenses incurred in defending a claim by a third party that results from any willful misconduct by Advisory Partner or its partners and employees, except when the client is in breach of clause 5.1.
13.2. Advisory Partner 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 or due to any acts or omissions of any other person. The client indemnifies Advisory Partner from any liability it may have to the client or any third party as a result of any information supplied to Advisory Partner by the client or any of its agents, where such information and documentation is false, misleading or incomplete in a material respect.
14. ENDING THE AGREEMENT
14.1. To the extent permitted by law, the client may end this Agreement at any time by requesting Advisory Partner in writing to cease acting. All fees and disbursements incurred before the date of termination are immediately due and payable together with any related GST.
14.2. Advisory Partner has a right to end this agreement and cease acting for the client or suspend its services if the client does not pay its invoices as agreed, if in Advisory Partner’s view the necessary relationship of confidence no longer exists between the parties, or if Advisory Partner thinks it appropriate, having regard to the professional conduct rules and ethical standards under which it practices.
15. COMPLAINT PROCEDURES
15.1. It is Advisory Partner’s aim to obtain, either formally or informally, a regular assessment of Advisory Partner’s performance and your client service partner will always be pleased to hear any suggestions as to how our service can be improved. If you wish to make a complaint, please call or write to Advisory Partner’s managing partner. If you are dissatisfied with the way your complaint is handled, you can report the matter to Chartered Accountants Australia and New Zealand or CPA Australia.
15.2. Advisory Partner Connect Pty Ltd is a corporate authorised representative under AP Lloyds Pty Ltd (Australian financial services licence 526061). If an issue has not been resolved to your satisfaction, you can lodge a complaint with the Australian Financial Complaints Authority ( AFCA). AFCA provides fair and independent financial services complaint resolution that is free for consumers.
W: www.afca.org.au
E: info@afca.org.au
T: 1800 931 678 (free call)
Write to: Australian Financial Complaints Authority, GPO Box 3, Melbourne Vic 3001
16. GOVERNING LAW AND JURISDICTION
16.1. The agreement is governed and construed in accordance with the law of Queensland. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland for determining any disputes or proceedings arising out of or in connection with this agreement.
Advisory Partner’s zero tolerance policy
Our staff are here to help and will always treat you with courtesy and respect. We ask all those working with Advisory Partner staff members to treat them with courtesy and respect.
Advisory Partner has a zero tolerance policy to ensure all staff are treated with dignity and respect. That means aggressive or violent behaviour towards our staff or any member of the public within our workplaces will not be tolerated under any circumstances.
Anyone who verbally abuses members of staff, either in person or by phone, will receive a letter from the Managing Partner advising that such behaviour will not be tolerated. Any future violation of this policy will result in Advisory Partner refusing to conduct business in person or by telephone with the offender and only transacting with the offender in writing. There will be no appeal process.
Any instances of written abuse will be handled with the same level of severity. Any abusive correspondence received by our office will be retained for reference, should the matter persist and need to be referred to the police.
Here is Advisory Partner’s Code of Conduct to which clients and the public must adhere.
CLIENT CODE OF CONDUCT
Employees of Advisory Partner have the right to be treated with respect. Zero tolerance of occupational aggression and violence is vital to provide a safe, healthy working environment. Aggressive and violent behaviour towards any member of staff is unacceptable and will not be tolerated.
Any incident in which a worker is threatened, abused or assaulted in circumstances arising out of, or during the course of, their work is occupational violence and aggression. That includes:
• Threats or other intimidating behaviours that cause a person to believe they are in danger of being physically attacked. It may involve an actual or implied threat to safety, health or wellbeing.
• Verbal, physical or psychological abuse.
• Physical attacks, such as pushing, shoving, tripping, grabbing, hitting, pinching, scratching, kicking, biting, spitting, or any other type of direct physical contact.
• Aggravated assault, such as attacking with a weapon (knives, guns, clubs) or any other type of weapon (thrown objects, furniture etc.)
• Sexual harassment and sexual assault.
Advisory Partner reserves the right to request that aggressive or abusive persons leave our offices. Refusal to leave on request may result in police being called.