Terms & Conditions
These terms and conditions (Terms) apply in respect of the Services to be performed for the person identified in the Contract for Services (you, your) by Retinue Accounting Pty Ltd ABN 66 658 618 449 (Retinue, we, us, our). The Contract for Services and these Terms (together, the Agreement) set out the basis of our engagement with you.
1.1 We will provide you with the Services, with reasonable skill, care and diligence, and in accordance with the professional and ethical standards issued by the Accounting Professional & Ethical Standards Board from time to time.
1.2 The Services will commence on the contract start date and this date will be the start of your initial contract period. The date of the first instalment as stated on the payment schedule will be 14 days from the contract start date.
1.3 We will not be responsible for any matters concerning tax years or accounting periods prior to the contract start date, including responding to queries from the Australian Taxation Office (ATO) or any other regulatory body, unless these are specifically included in the Services as remedial work.
1.4 We will only provide the Services included in your package. If there is any additional work that you wish us to carry out which is not listed, please let us know. If we agree to carry out these additional services for you, we will agree an additional fee for that engagement before commencing any work.
1.5 The Services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs.
1.6 The bookkeeping service includes functionality for us to send periodic debtor statements of amounts owing by email. It specifically excludes credit control activities such as calling your debtors to request payment of amounts outstanding.
1.7 The Services require the setup of automatic data feeds from your bank into your third party accounting software file for business bank accounts only. The Services may also include creating data files with details of payroll amounts to be paid and lists of purchases to be uploaded to your online banking system. For compliance reasons, we will not be involved in approving or making any payments on your behalf.
1.8 If the Services included in your package include the completion of individual income tax returns for your company directors, this is on the basis that there are no other major sources of income apart from your business. If there are other major sources of income, we will agree a separate fee for that engagement before commencing any work.
1.9 The payroll service includes the processing of hours and wages rates provided by you. We do not determine award rates for your employees or provide advice on the correct employment status of your employees. It is your responsibility to ensure that your employees are paid correctly and any under or over payment is not covered by our Protection under clause 10.2.
2.1 We will issue tax invoices for the Services over the term of the contract as per the agreed payment schedule.
2.2 Payments shall be made in full, in accordance with the terms stipulated in the invoice. All payment schedules that are monthly must be paid by direct debit from a bank account or automatic debit from a credit card.
2.3 If you fail to make payment by the relevant due date, and payment remains unpaid for more than 60 days, we are entitled to do any or all of the following:
(a) charge interest on the amount outstanding at the rate of 2% per year above the interbank reference rates (ARR) published in Australia, accruing daily;
(b) require you to pay in advance for all future services to be performed;
(c) not perform any future services until payments are made up to date; and/or
(d) terminate the Agreement with immediate effect by providing you with written notice and seek to recover the debt and/or damages for any loss suffered.
2.4 At the end of any contract period, we may increase the total fee payable, effective on and from the start of the renewal contract period. We will notify you of any fee increase at least two months before the end of the relevant contract period. If you do not want to continue with the Agreement, you can give us written notice in accordance with clause 3.3 below.
2.5 The obligations under this clause 2 survive termination or expiry of the Agreement.
3.1 The Agreement will continue for the Initial Contract Period, at the end of which it will automatically renew for the same term, which is your renewal contract period. The Agreement will also renew at the end of any renewal contract period for the same term. If you do not want the Agreement to renew, you should notify us under clause 3.3.
3.2 We will send you a reminder of auto-renewal at least two months before the end of any contract period.
3.3 If you do not want the Agreement to renew, you must give us written notice at least one month before the end of your contract period. This will give us sufficient time to hand over any information to your new service provider. You can provide this notice at any time during your contract term, you do not have to wait until the end of the contract term.
4.1 During your initial contract period, you can terminate the Agreement after 12 months from the contract start date by paying an early termination fee of 20% of the total amount unpaid on the contract. If you wish to terminate the Agreement before the end of the first 12 months of your initial contract period, you must pay us the remainder of the first year’s fees in addition to an early termination fee of 20% of the remaining amount unpaid on the contract. The early termination fee of 20% is considered to be a genuine pre-estimate of our losses on the contract in the event of early termination.
4.2 During any renewal contract period, you can terminate the Agreement by giving us three months’ written notice.
4.3 We reserve the right to terminate the Agreement immediately in the event that our continuing to provide the Services would mean we are breaching any law or regulation.
4.4 We also have the right to terminate the Agreement at the end of any contract term or otherwise in accordance with clause 2.3(d) above. In the event that we decide to terminate your Contract for Services other than in accordance with clause 2.3(d) above, we will provide you with three months’ notice in writing.
5.1 We may amend the Terms from time to time without your consent. We will notify you of any changes in writing at least 30 days before these changes become effective. Our website will always have our current terms and conditions displayed.
6.1 You acknowledge and agree that in order for us to discharge our obligations under the Agreement:
(a) You must provide us with all information necessary for dealing with your affairs, including information which we reasonably request, in sufficient time to enable the Services to be completed before any applicable deadline. We will rely on such information being true, correct and complete and will not audit the information.
(b) You authorise us to approach third parties for information that we consider necessary to deal with your affairs in providing the Services.
(c) You must keep us informed on a timely basis of changes in your circumstances that may affect the Services.
7.1 We will take all reasonable steps to keep your information confidential, except where we need to disclose your information to our service providers (including auditors of client monies if applicable) or regulatory bodies in performing the services, our professional advisers or insurers.
7.2 Our files may also be subject to review as part of the quality review program of Chartered Accountants Australia and New Zealand and any other bodies as appropriate. By signing the Agreement, you acknowledge that, if requested, our files relating to this engagement will be made available under this program. We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis.
7.3 We may also need to disclose your information as required by law, regulation, a court of competent authority, or other professional obligations.
7.4 We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices. We will continue to hold such information confidentially.
7.5 You agree that we may mention that you are a client for promotional purposes.
8.1 We are committed to protecting your privacy. We use the information we collect for the purposes of providing the Services and to maximise the Services that we provide to you. We respect the privacy and confidentiality of the information provided by you and adhere to the Privacy Act 1988 (Cth) and Australian Privacy Principles when processing any personal information. The way we handle information that we collect from you is dealt with in this Agreement and also in our Privacy Policy, which can be viewed at www.retinue.com.au/privacy-policy.
8.2 We may utilise outsourced service providers and cloud computing service providers to perform the Services, and we may provide these third parties with access to your data (including personal information) to the extent this is required to perform the Services. You consent to us disclosing your personal information to our business partners and associates and to third parties (including outsourced service providers) when required by us to provide the Services.
8.3 Your data will be stored in servers physically located in Australia (unless otherwise specified) and in accordance with the security practices of the third-party service provider and our privacy policy.
8.4 Unless you instruct us otherwise, we will communicate with you via email or by other electronic means only, and so it is important that you advise us of any changes to your primary contact details. We will only send any communications to the last primary contact details you have provided.
8.5 We do not undertake to store or retain your files (whether paper or electronic) for any particular period of time but will do so for at least the minimum number of years required by applicable laws and professional regulations. Files may be destroyed at any time after the expiry of such period, without notice, except those files you ask be delivered to you.
9.1 We may use third party software, including spreadsheets, databases and other electronic tools in providing the Services.
9.2 We make no warranties in relation to any third party software, regardless of whether such third party software is provided by us or is otherwise recommended by us. If you install or enable any third party software for use, you consent to us accessing any data input by you as required to enable us to provide the Services. Any exchange of data or other interaction between you and the third party software provider is solely between you and them. We are not responsible or liable for any disclosure, modification, or deletion of your data as a result of any access by us or by the third party software provider.
10.1 As part of the Services, we cover any financial loss you suffer as a direct result of an ATO investigation relating to a period during the Agreement and relating to any tax returns or lodgements prepared by us (Protection).
10.2 Protection is only provided for ATO investigations notified to us during the Agreement, and must not be due to incomplete, inaccurate or inconsistent information provided by you.
10.3 Subject to clause 9.1 above, we will:
(a) manage ATO investigations or audits, including but not limited to responding to requests for records, responses to communications and amending any lodgements as required.
(b) pay any third party costs incurred in managing any ATO investigations or audits, including but not limited to the fees of lawyers engaged by us; and
(c) guarantee any penalties and interest that may result from errors made by us.
10.4 Protection does not include payment of any additional tax liability that may result from an amended lodgement.
10.5 For the avoidance of doubt, will not guarantee any fees, fines, penalties and interest that may be imposed by the ATO in any circumstances other than as described in this clause.
11.1 To the maximum extent permitted by law, the parties agree that neither party will be liable to the other party for any indirect, special or consequential loss or damage with respect to the subject matter of this Agreement, regardless of whether such damages or losses could have been foreseen or prevented by either party.
11.2 Our liability is limited by a scheme approved under Professional Standards Legislation.
12.1 This Agreement is governed by the laws of New South Wales.
*Retinue’s (ABN 66 658 618 449) payroll service includes the processing of hours and wages rates provided by you. We do not determine award rates for your employees or provide advice on the correct employment status of your employees. It is your responsibility to ensure that your employees are paid correctly and we recommend obtaining advice from specialised employment relations experts.
Protection is only provided for ATO investigations notified to us during the period which you are a client and relating to any tax returns or lodgements prepared by us. Fines includes any penalties and interest that may result from any errors made by us but does not include any additional tax liability that may result from an amended lodgement.
Liability limited by a scheme approved under Professional Standards Legislation.
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