Standard Terms and Conditions for the Engagement of Services
Client means an individual, firm, entity or organisation to whom or to which Professional Services are provided by Infinesse in respect of the Engagement of Services and the Proposal of either a recurring or demand nature. The Client is legally obligated to the terms and conditions of the Engagement of Services and the Proposal.
Engagement of Services means a written agreement between Infinesse and a Client relating to the provision of Professional Services by Infinesse. Its purpose is to document and confirm the Client’s understanding of the specific obligations and associated terms and conditions. However, consultations with a prospective Client prior to such agreement are not part of an Engagement of Services.
Professional Services means Services requiring bookkeeping or related skills performed by a professional bookkeeper including bookkeeping, auditing, taxation, management consulting and financial management services.
Professional Standards mean all standards issued by Australian Government’s Tax Practitioners Board Code of Professional Conduct and all professional and ethical requirements of the Institute of Certified Bookkeepers.
Proposal means a written financial agreement between Infinesse and a Client outlining the scope of the Services to be engaged, the fee arrangement, terms of payment of Fees (frequency, method and time frames), the Client’s acceptance of the Engagement and addendums to the Engagement of Services.
TASA means the Tax Agent Services Act 2009 which establishes the Tax Practitioners Board and provides for the registration and regulation of tax agents, BAS agents and tax (financial) advisers.
Terms and Conditions of Engagement of Services means the standard terms and conditions as stipulated by Infinesse
Third Party means any entity other than the Client and Infinesse. It includes entities that maintain offsite data storage facilities (including cloud storage) or an outsourced tax agent service.
- The Engagement of Services satisfies certain legal and professional standards and regulatory requirements such as the Australian Government’s Tax Practitioners Board, the Institute of Certified Bookkeepers.
- The Services provided will be conducted in accordance with the Australian Government’s Tax Practitioners Board Code of Professional Conduct and the Institute of Certified Bookkeepers’ Code of Professional Conduct.
- Infinesse will provide services in a competent manner and within agreed time frames, including the lodging of documents with the Australian Taxation Office and is underscored by the Australian Government’s Initiative “Standard Business Reporting” (SBR) end user agreement. Infinesse agrees to:-
- have prepared the Tax forms and schedules in accordance with information supplied by the taxpayer or entity (the Client);
- have received a declaration made by the taxpayer or entity that the information provided to Infinesse for the preparation of the Tax forms and schedules are true and correct;
- be authorized by the taxpayer or authorized person of the entity to give the information in the Tax forms and schedules to the commissioner;
- have read and accepted the SBR end-user agreement.
- Infinesse and the Client will not make false, misleading or incorrect statements under section 50-20 of the TASA in respect of signing declarations under section 50-30 of the TASA. (ComLaw)
- Situations in which the law overrides the Infinesse’s duty to the Client include compliance with notices under sections 263 and 264 of the Income Tax Assessment Act 1936, withholding tax obligations and any other duties of the agent under TASA (including the Tax Practitioners Board’s Code of Professional Conduct).
The following links refer to the Income Tax Assessment Act 1936: Section 263, Section 264.
- Infinesse has adequate arrangements in place for the management of conflicts of interest that may arise in relation to the activities undertaken in the capacity of a registered tax or BAS agent.
- The Client agrees to indemnify Infinesse from liability, damages and costs arising from the Client’s non-compliance with the Engagement of Services, Proposal and Standard Terms and Conditions or from the Client’s breaking of any applicable law;
- Infinesse will not be liable for failure to deliver it’s obligations by reason of work strikes, fire, explosion, acts of God, government action, technological failure, by the actions of third parties, or any other cause which is beyond the reasonable control of Infinesse;
- Infinesse will only be liable for compensation only for the proportion of the loss or damage suffered which Infinessse’s acts or defaults bear relative to the totality of the acts and defaults of all persons causing or contributing to the loss or damage and is limited to the fees charged by Infinesse for that matter.
Privacy and Confidentiality
- Infinesse’s policy on Client privacy and confidentiality is underscored by the Australian Government’s Tax Practitioners Board Code of Professional Conduct – Confidentiality of client information
- In conducting the Engagement of Services, information acquired by Infinesse during the course of the Engagement, including any information relating to the Client’s affairs whether it belongs to the Client’s or not or is provided by the Client’s or not, is subject to strict privacy and confidentiality requirements. Infinesse will:
- protect the confidential information in a reasonable and appropriate manner or in accordance with applicable professional standards;
- use confidential information only to perform its obligations under the Engagement;
- reproduce confidential information only as required to perform its obligations under the Engagement;
- maintain confidentiality in the event of the termination of the Engagement of Services.
- Infinesse will not disclose information relating to the Client’s affairs to a third party without the Client’s express written consent, except as required or allowed for by law. Infinesse is obliged to disclose information to the Australian Taxation Office, a court of competent jurisdiction, any regulatory authority or other party having a right, duty or obligation to request such information;
- Privacy Act 1988 – Infinesse may collect Personal Information about the Client, the Client’s representatives and related other parties when Infinesse provides Services to the Client. The Client agrees to work with Infinesse to ensure that both parties meet the obligations under the Privacy Act 1988 (ComLaw);
- Infinesse will advise the Client about what information will be provided to the third party, how informed consent will be gained and how and where their information will be stored. The Client authorises Infinesse to contact relevant third parties as per the “Client Detail Checklist” form.
Terms of Payment
- If the invoice is not paid by the due date or by the arrangement for the schedule of fees as stated on the Proposal, Infinesse reserves the right to charge penalty interest rates on the outstanding fee at the rate set by the Magistrates’ Court of Victoria (penalty interest rates) until full payment;
- Infinesse reserves the right to stop work and terminate software subscription if the Client fails to make any payment when and as it falls due;
- Any debts occurring outside the fee arrangement stipulated in the Proposal (unless a prior payment arrangement has been entered into) may be referred to a debt collection agency and any costs associated in recovering such debts will be passed onto the Client;
- Right of Lien – Infinesse reserves the right to hold records, business data and software subscription usage rights against any outstanding debts. Note this will only apply to information that has been worked upon but for which payment is outstanding;
- Any additional service, not covered in the scope of the Proposal, will be the subject of a Revised Proposal or charged at the hourly base rate under separate fee arrangements. If an unanticipated need arises that is not covered under the Proposal, the Client agrees to Infinesse performing this additional Service at an agreed upon additional fee at any time during the Service being provided. This additional Service will be invoiced separately to the Client, as part of a Revised Proposal, and will be subject to Infinesse’s Terms of Payment.
Factors relating to the Revised Proposal or amendment of Proposal for a recurring Engagement may include:-
- any indication that the Client misunderstands the objectives and scope of the Engagement;
- any significant changes in the Engagement;
- any significant changes in the Professional Services to be provided or the Proposal;
- a recent change of Client management or ownership;
- a significant change in the nature or size of the Client’s business;
- any significant changes to Professional Standards or applicable accounting or auditing and assurance standards;
- any changes to legal or regulatory requirements.
Termination of Engagement of Services and Service Agreement
- Either party may terminate this Engagement at any time, for any reason, by means of written notice to the other party. Termination date will be 14 days from the date of written notice. Infinesse is to be reimbursed all outstanding fees for all Services provided and expenses incurred up to the date of termination to be paid in full prior to the termination date; Where a direct debit service agreement is in place and payment falls prior to the termination date, no refunds will be issued for any prepaid unused services or subscriptions
- Infinesse reserves the right to terminate the Engagement under the following circumstances:-
- the Client has breached the terms of the Engagement of Services or Proposal and has failed to remedy the breach within a reasonable time of a written notice;
- the workable relationship with mutual trust and confidence no longer exists;
- the Client is subject to a bankruptcy order, or becomes insolvent, or goes into voluntary or compulsory liquidation, or a receiver or administrator is appointed over the Client’s assets.
Resolution of disputes/conflicts
- Infinesse has established processes to resolve disputes.
- If the Client believes they have not received the level of service expected or have an issue to raise, Infinesse must be contacted, as soon as possible, discuss how the issue may be resolved.
- If there is an issue regarding the ethical or business practices of Infinesse or their representatives, the matter may be referred to the Institute for Certified Bookkeepers, of which Infinesse is a member.
- If the dispute cannot be resolved, Infinesse may be required to cease the Engagement of Services with the client due to professional obligations.
Intellectual property, copyright, ownership rights
- Any process, procedure, methodology, trademark, copyright, financial model, research or software developed or created as a result of the Engagement of Services remains the property of Infinesse.
- The contents of computer software, utilized by Infinesse as part of the Proposal, are protected by international copyright laws and other intellectual property rights. Infinesse is the legal owner of these rights.
- Ownership of accounting software files: –
- Where Infinesse provides Services to the Client, Infinesse will hold the subscription and have advisor permissions to their accounting software;
- Infinesse owns the licence to computer software used in the provision of Services and therefore has the right to withhold the Client’s software subscription usage rights against any outstanding debts;
- If Infinesse’s license for computer software is used for the Client’s business, a licence removal fee may be charged at completion or termination of Infinesse’s bookkeeping services;
- If the Client wishes to takeover or transfer the licence for software from Infinesse, all outstanding fees to Infinesse must be paid. Following payment of the respective fees, the ownership of the data in the software becomes the Client’s;
- If the Client chooses to discontinue Infinesse’s services, including the provision of software, Infinesse shall transfer the software licence to the Client. It is the Client’s responsibility to ensure they have retained the necessary business records that are required to maintain;
- Please note that many software companies include, in their terms and conditions, the right to access the Client’s data file for their use and information. By giving Infinesse access to the Client’s business data (whether through Infinesse’s subscription or the Client’s own), in the particular computer software product used by Infinesse, the Client also acknowledge that the terms and conditions of the software provider/s allow for their access to the Client’s data.
- Ownership of documents and files:-
- Any documentation engaged to prepare financial reports, Business Activity Statements and any other documents pertaining to Infinesse’s service remain the Client’s property;
- It is the Client’s responsibility to retain all necessary supporting documentation to substantiate taxation transactions for five (5) years.
- All other documents produced by Infinesse, in respect of this Engagement of Services, will remain the property of Infinesse, subject to any statutory obligations. Infinesse will store any documents or records, electronically or paper, for a period of 5 years after the completion of the Proposal period after which all records will be destroyed without notice.
- The Client may request, via written notice, copies of documents created from Infinesse’s provision of Services.
- Infinesse may, from time to time, amend, update or change the Standard Terms and Conditions without prior notice.
- The Engagement of Services, Proposal and the Standard Terms and Conditions constitute the entire agreement between the Client and Infinesse.