1 INVOICING AND PAYMENT POLICIES
1-1. The scope of work will be reviewed regularly. Changes to the scope, including additional services and/or deliverables, can be initiated by either party. Changes to the scope will only be enacted after written approval by the authorised representatives of both parties. Oral agreements shall be of no force and effect. Staff of either party are not authorised to agree to any changes to the scope of work or fees.
- Bookkeeping will be invoiced monthly in advance and paid by direct debit on the 1st of each month.
- The Client is responsible for ensuring there are sufficient funds in the account to cover the direct debit. If the payment bounces, the Client will incur a service charge of $15.00 excluding GST
- Additional costs incurred will be billed separately such as parking fees, stationery and courier charges and also paid by direct debit.
- Travel time to the Client’s site will be charged at the Bookkeeper’s hourly rate, also paid by direct debit.
1-2. If the Client fails to pay according to the Bookkeeper’s terms, the Bookkeeper reserves the right to suspend or cease work immediately without penalty, in addition to any and all other legal and equitable remedies available to the Bookkeeper. Work will commence when the Client’s account is paid in full at which time the Bookkeeper reserves the right to charge the Client in advance, in 10-hour blocks for any future work.
1-3. The Bookkeeper reserves the right to charge .0833% interest per month (10% on an annual basis) on all overdue accounts accruing daily until paid. If the Bookkeeper is required to engage the services of an external debt collector, the Client agrees to pay all fees and charges associated with the collection as well as the overdue account.
1-4. The Client understands that all fees are exclusive of GST.
2 TAX INVOICES AND OTHER SOURCE DOCUMENTS
2-1. It is an ATO requirement that Tax Invoices are kept – follow the link to get the latest time frame required by the ATO. In the case of a GST or tax audit, the ATO will request to see the Tax Invoices. If proof of purchase, in the form of a Tax Invoice, is not provided, the ATO may disallow the GST or tax claim. NOTE: If you are subjected to a GST audit, the ATO may request that you provide ALL Tax Invoices (even those under the $82.50 threshold).
2-2 The Client will follow the systems that the Bookkeeper has set up to provide the source documents (including all Tax Invoices) required at the frequency agreed and/or the Client will take responsibility for saving source documents (including all Tax Invoices) and making them available to the ATO in the case of a tax or GST audit.
3 LIMITATIONS OF FINANCIAL STATEMENTS PROVIDED
3-1. The Bookkeeper is not engaged to undertake a statutory audit of the financial records of any of the Client’s business entities and the Bookkeeper will not express an auditor’s opinion as to the truth and fairness of the financial statements. In the event of an audit being conducted on the Client’s accounts the Bookkeeper’s normal hourly rate will apply should the Client require our assistance.
3-2. The Bookkeeper assumes no responsibility for any consequences resulting from the provision of information and services including, but not limited to, errors or omissions. We make every effort to provide you with accurate and reliable information and services, however all information provided is intended solely to provide general guidance and you accept full responsibility for its use. The information provided does not constitute legal, accounting, tax, financial planning or consulting services and we recommend you receive advice from professionals.
4-1. The Client agrees to release, indemnify and hold the Bookkeeper, (Bookkeeper’s partners, executors, heirs, successors and assigns) harmless from any and all losses, costs (including solicitor’s fees and costs), damages, expenses, claims, demands or liabilities, penalty or interest assessed against the Client, by any government agency, arising out of or in consequence of:
a.) Misrepresentations or such errors resulting from incomplete or inaccurate information provided by the Client; and/or
b.) Any advice provided and/or work done by the Bookkeeper. In no event will the Bookkeeper be liable for direct or incidental damages, whether or not the Bookkeeper has been advised of the possibility of such damages, and the Client acknowledges and agrees to the same hereto.
5 LIMITATION OF LIABILITY
5-1. In the event that the Client is a party to any legal proceedings and the Bookkeeper is required, whether by the Client’s consent or under compulsion of law, to provide documentation and evidence in respect of such proceedings, the Client agrees that in addition to paying the Bookkeeper for the Bookkeeper’s professional time expended at the Bookkeeper’s normal hourly rates, the Client will wholly indemnify and hold the Bookkeeper harmless for any legal fees and disbursements the Bookkeeper may reasonably incur, in order to respond to such requests and provide such evidence.
6 TIMELY LEGAL AND GOVERNMENTAL SUBMISSIONS
6-1. The Client remains responsible for the timely submission of legal and governmental returns and the results of late submission or non-submissions, including but not limited to, any interest and/or penalty assessed against the Client.
7 OWNERSHIP OF DOCUMENTS AND PERMISSION TO USE SAME
7-1. The financial statements and any other documents that the Bookkeeper is specifically engaged to prepare, together with any original documents given to the Bookkeeper by the Client shall be the property of the Client. Any other documents brought into existence by the Bookkeeper, including general working papers, draft documents and Checklists from the Pure Bookkeeping System will remain the property of the Bookkeeper at all times.
7-2. All materials given by the Client to the Bookkeeper are owned by the Client or the Client has permission from the rightful owner to use such materials and the Client will indemnify and hold harmless, protect and defend the Bookkeeper, their agents and assigns, from any claim or action which may arise from the use of such materials.
8-1 The Bookkeeper operates as an independent contractor, not an employee and, as such, we reserve the right to perform, direct and control the services we provide including hiring subcontractors or employees to provide the services on our behalf.
9 NON-SOLICITATION OF OUR STAFF AND INDEPENDENT CONTRACTORS
9-1. The Client agrees that the Client will not, during the course of this engagement, and for a period of twenty-four (24) months following the date of termination of this engagement, whether for the Client’s own account or for the account of a third party, directly or indirectly, offer or cause to be offered to any of the Bookkeeper’s employees or independent contractors, a new position or engagement with the Client or any other person, be it an individual or a business entity. In the event that the Client does so, the Client agrees to pay the Bookkeeper as damages, in an amount equal to the Bookkeeper’s gross invoices rendered to the Client during the immediate past two years as liquidated damages, and not as a penalty.
10 COUNTERPARTS CLAUSE
10-1. This Agreement may be executed in several counterparts, each of which when so executed, shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.
11 INDEPENDENT LEGAL ADVICE CLAUSE
11-1. You agree that the Client has had a reasonable opportunity to seek independent legal advice prior to entering into this agreement and that it was not prevented nor discouraged by the Bookkeeper from seeking such advice. The Client agrees that it has entered into this agreement freely, voluntarily and without duress.
12 ENTIRETY OF AGREEMENT
12-1. This agreement and any other documents or schedules expressly contemplated by this agreement constitutes the entire agreement between the Parties. This agreement prevails over, replaces, and supersedes any understandings, representations, or provisions, whether oral or written, relating to the subject matter of this agreement.
13-1. Unless otherwise specified, all references herein to currency shall be references to the currency of Australia.
14 CALCULATION OF TIME
14-1. When calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such a period is a non-business day, the period in question shall end on the next business day.
15.1 No amendment to this agreement shall be valid or binding unless set forth in writing and duly executed by all of the Parties hereto. No waiver of any breach of any provision of this agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.
16 SECTIONS AND HEADINGS
16-1. The division of this agreement into parts and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement. The terms “this agreement”, “hereof”, “hereunder” and similar expressions refer to this agreement and not to any particular article, section, or other portion hereof and include any agreement or instrument supplemental or ancillary hereto.
Unless something in the subject matter or context is inconsistent therewith, references herein to parts and sections are to parts and sections of this agreement.
17 ASSIGNMENT OF AGREEMENT
17-1. The Bookkeeper may assign this agreement upon five (5) Business Days’ prior written notice to the Client in the context of a sale of all or substantially all of the assets of the The Bespoke Bookkeeping Company Pty Ltd or a sale of all of the shares of The Bespoke Bookkeeping Company Pty Ltd. Otherwise, neither this agreement nor the rights and obligations hereunder shall be assignable by either of the Parties without the written consent of the other.
18 BENEFIT AND BINDING
18-1. This agreement shall ensure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto.
19-1. Any and all notices or other information required to be given by one of the Parties to the other in connection with this Agreement shall be given in writing and may be given by personal delivery, electronic mail, or by prepaid registered mail addressed to the recipients as follows:
The Bespoke Bookkeeping Company Pty Ltd
PO Box 1340
Beenleigh, QLD, 4207
or such other address or individual as may be designated by notice by one of the Parties to the other.
19-2. Any communications given by personal delivery or by electronic mail shall be deemed to have been given on the day of actual delivery thereof, and if made or given by registered mail, on the fourth day following deposit thereof, other than a Saturday, Sunday or Statutory Holiday in the State of Queensland. If either of the Parties giving any communication knows or ought reasonably to know of any difficulties with the postal system which may affect the delivery of mail, any such communication shall not be mailed but given by personal delivery or electronic mail.
20-1. This agreement shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Queensland. In the event of commencement of any legal action regarding any term or condition of this engagement, such action by agreement is to be subject to the jurisdiction of the courts of the State of Queensland or its political subdivisions.
20-2. If any provision of this agreement is determined to be unenforceable, all other provisions shall remain in force.
20-3. This agreement shall continue in perpetuity unless terminated according to the terms stated in paragraphs 21-1, 21-2 and 21-3 herein.
20-4. This agreement shall have two originals and each of the Parties will have one. Both copies shall be equally valid.
21 TERMINATION OF ENGAGEMENT
21-1. Either the Client or the Bookkeeper may terminate this agreement with thirty (30) days written notice to the other, including email notification, provided that such notice has been received as specified in paragraphs 19-1 and 19-2. In the event the Client provides less than thirty (30) days’ notice, the average of one month’s billings including GST will be payable in lieu of notice. The average of one month’s billings will be calculated from the prior twelve (12) months when services were provided.
21-2. During the 30-day termination period, projects in progress shall be completed if possible, and no other work shall be undertaken unless the parties agree in writing to specific terms for the additional work.
21-3. No refunds will be issued for work not completed if the reason the work is not completed is due to the Client not providing records to the Bookkeeper in 30 days after month-end or per the timelines we set up and agree to.