General Conditions of Business

General Conditions of Business

The following general conditions of business apply to all discussions, negotiations and contracts between Hanrahans Accounting Services Pty Limited (Hanrahans) and its clients or prospective clients (‘the Client’) unless changed in writing by agreement to meet the requirements of a particular situation.

1. Definitions and Interpretation
‘Fees’ Fees payable to Hanrahans, either on a time and responsibility basis at the hourly rates set out in Schedule II or on another basis as agreed to in writing from time to time. Fees may also include disbursements where the context implies.
‘the Client’ where the Client is:
• an individual (or individuals), that individual (or individuals);
• an enterprise (or enterprises), that enterprise (or enterprises), its owners and its governing body jointly and severally.

Interpretation Words importing the singular shall embrace the plural and words importing one gender shall embrace the other genders and vice versa respectively.
Any reference to a person shall be deemed to include a corporate body and vice versa.

Any reference to an Engagement Letter shall be deemed to include a reference to a Letter of Engagement and vice versa.

2. Acceptance
a. These General Conditions of Business are subject to the Engagement Letter (and the Special Conditions of Business if applicable) to which they are attached.
b. When the Client accepts these General Conditions of Business and the Engagement Letter (plus the Special Conditions of Business if applicable), they together constitute the terms and conditions of the Agreement/Contract between Hanrahans and the Client.
c. By instructing Hanrahans to provide the Client with services or allowing Hanrahans to continue to provide the Client with services after receipt of these General Conditions of Business and the Engagement Letter (plus the Special Conditions of Business if applicable), the Client will be taken to have accepted them and Hanrahans can proceed on the basis that the Client has accepted the terms set out in these documents.

3. Fee Estimates
Hanrahans may provide an estimate of the likely amount of Hanrahans’ fees and disbursements in respect of a particular matter to the Client upon request. However, the Client will appreciate that it is difficult for Hanrahans to predict the amount of fees that may be involved in any particular matter. Any estimate will be based on the information which the Client has provided to Hanrahans and will also be given on the assumption that no complications will arise and no work is required beyond that which the Client has outlined to Hanrahans.

Please also note that any fee estimate Hanrahans gives is only an estimate. Hanrahans must stress that any estimate is not a quote and Hanrahans’ fees for any matter will be calculated in the manner set out in these General Conditions of Business and the attached Engagement Letter, unless agreed in writing to the contrary.

4. Goods and Services Tax
Fees as set out in the Engagement Letter and in Schedule II of the General Conditions of Business and, where applicable, other expenses, are generally quoted exclusive of Goods and Services Tax (GST) that may apply to the services, goods or other things Hanrahans supplies. GST is a government tax which, where applicable, will be added to Hanrahans’ invoices at the statutory rate and form part of the total fees or expenses recoverable from the Client.

5. Confidentiality
Subject to the operation of any applicable laws and/or professional standards, this Agreement provides:
a. On the part of Hanrahans —
Hanrahans shall not, without the prior approval of the Client, disclose or permit to be disclosed to any third party other than employees, agents and contractors of Hanrahans confidential information entrusted to Hanrahans by or on behalf of the Client.

b. On the part of the Client —
All oral and written proposals, information, advice and reports and all documents, papers, models, diagrams, programs and materials provided by Hanrahans are confidential, and for the exclusive use and benefit of the Client who shall not copy or disclose or permit to be copied or disclosed the whole or any part thereof to any third party, other than employees, agents and contractors of the Client in any way, without the prior written approval of Hanrahans. Proposal documents are returnable on demand.

c. On the part of both Hanrahans and the Client —
All discussions, negotiations and the terms and conditions of all contracts between Hanrahans and the Client are also confidential and shall not be disclosed or be permitted to be disclosed, in whole or in part, by either Hanrahans or the Client to any third party, other than their own employees, agents and contractors in any way, without the prior written approval of the other party.

Hanrahans’ files may, however, be subject to review as part of the quality control review program of 'Chartered Accountants Australia and New Zealand' which monitors compliance with professional standards by its members. Should this occur, Hanrahans will advise the Client.

6. Rights of Engagement
Nothing in this Agreement shall prevent or prohibit Hanrahans from accepting an engagement or acting on behalf of any other persons engaged in the same field of commerce as the Client provided that:
a. Hanrahans will not accept any engagement or act on behalf of any other person or persons where in the opinion of Hanrahans there is a clear conflict of interest.
b. Hanrahans will maintain procedures at all times so that the interests of clients are protected and any proprietary information that has been developed specifically for a given client and which could be detrimental to that Client if used or known by others is held in confidence.
c. Hanrahans will maintain confidence with respect to each engagement and will not divulge or utilise proprietary or confidential information of the Client including trade secrets, procedures, methods, research and patent processes for the benefit of a third party.

7. Your rights and obligations under the Taxation Laws
You have certain rights under the taxation laws, including the right to seek a private ruling from the Australian Taxation Office (ATO) or to appeal or object against a decision made by the Commissioner.

As relevant, we will provide further information to you concerning your rights under the Australian taxation laws while we provide our service to you.

You also have certain obligations under the Australian taxation laws, such as the obligation to keep proper records and the obligation to lodge returns by the due date.

8. Our obligation to comply with the law
We have a duty to act in your best interests. However, the duty to act in your best 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 interests. For example, we could not lodge an Income Tax Return for you that we knew to be false in a material respect.

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 operations of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.

Our advice and/or services will be based on Australian Taxation Laws 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 often 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.

9. Client Co operation
As the success of the work of Hanrahans requires, inter alia, the timely co operation of the Client in a number of ways including:
d. provision of staff to work with Hanrahans;
e. availability of senior executives for consultation with Hanrahans;
f. provision of reasonable working facilities (if required) for Hanrahans; and
g. provision of information to Hanrahans in an expeditious manner;

The Client is responsible for such co operation and to pay if Hanrahans so requires any additional fees and expenses which may arise from failure or delay by the Client to provide or in providing the required co-operation.

10. Variation of Instructions
In the event that Hanrahans’ remuneration in respect of its services provided to the Client either consists solely of a success fee or comprises a success fee element then if the Client decides not to continue with the transaction contemplated by the Engagement Letter in circumstances where Hanrahans may have reasonably expected to have achieved success then the Client will pay to Hanrahans such amount so that in total Hanrahans receives payment for all hours spent on the job at least at the rate of their normal charge out rates.

11. Up-front Payments
Hanrahans may ask the Client to pay Hanrahans an amount to enable payment of expenses, or to provide security for them and Hanrahans’ fees. In that case, Hanrahans will assume, upon receipt of the Client’s payment, the Client’s authority to draw on the money paid for Hanrahans’ fees and expenses, as they become due.

12. Trust Moneys
Any moneys paid to Hanrahans on the Client’s behalf or held by Hanrahans on the Client’s behalf (other than cheques delivered to Hanrahans for delivery to a third party) in the course of or in connection of the engagement constitute trust moneys. The Client’s signing of the Engagement Letter is an authorisation for Hanrahans to deposit the trust moneys into its trust account.

Furthermore, the Client’s signing of the Engagement Letter is also an authorisation for Hanrahans to apply trust moneys held on the Client’s behalf towards the payment of fees and expenses incurred on the Client’s behalf and to meet Hanrahans’ accounts, after the amount of such fees, expenses and accounts is notified to the Client in writing.

13. Lien
Without limiting any other legal rights, the Client authorises Hanrahans to retain by way of lien any funds, property or documents which are from time to time in Hanrahans possession or control until all fees, costs, expenses and interest due to Hanrahans have been paid. Where Hanrahans’ engagement is terminated these rights continue until Hanrahans is paid in full.

Hanrahans’ rights under this lien are in addition to any rights which it may have at common law or otherwise.

14. Ownership of Documents
All original documents that Hanrahans obtains from the Client arising from the engagement shall remain Client’s property. However, Hanrahans reserves the right to make a reasonable number of copies of the original documents for its records.

Hanrahans’ engagement may result in the production of certain documents. Income tax returns, financial statements and other reports Hanrahans is specifically engaged to prepare or produce belong to the Client. Any other documents brought into existence by Hanrahans, including general working papers, the general ledger and draft documents shall remain Hanrahans’ property at all times.

15. Retention of Documents
The Client may leave papers to which the Client is entitled in Hanrahans’ possession after conclusion of the Client’s matter. However, it is Hanrahans’ practice to destroy files seven years after a matter or financial year is completed. If the Client does not retrieve the Client’s papers within that period, Hanrahans has the Client’s authority to destroy the Client’s papers along with the file.

16. Accuracy of Information and Record Keeping
It is the responsibility of the Client to ensure the accuracy and completeness of any information provided which is used in discussions with prospective counter parties and to advise Hanrahans immediately if there is any material change in the status or affairs of the Client or the activities of the Client that may impact on the services required from Hanrahans.

It is also the Client’s responsibility to maintain appropriate financial records and documents as required by law including; Superannuation Industry (Supervision) Act, Income Tax Assessment Act 1997 and the Corporations Act 2001. Unless specifically told otherwise, Hanrahans is entitled to assume there are supporting records and documentation to the information provided by the Client.

17. Your disclosure and record keeping obligations
You are required by law to keep full and accurate records relating to your tax affairs in order to facilitate the preparation of accurate tax returns. The responsibility for the accuracy and completeness of the particulars and information provided to us by you rests with you. Any advice given to you by us is only an opinion based on our knowledge of your circumstances.

It is your obligation to provide us with all information that you reasonably expect will be necessary to allow us to perform work specified under this engagement within a timely manner or as requested. This includes providing accurate and complete responses to questions asked of you by us within 5 working days.

Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees.

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.

By accepting the terms in our proposal agreements, you will be taken to have agreed that the performance of our services is dependent on the performance of your obligations relating to disclosure and record keeping. You are responsible for the reliability, accuracy and completeness of the accounting records and disclosure to us of all material and relevant information.

The Taxation Administration Act 1953 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 by 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.

You are also 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 interest during this engagement are changes to your business circumstances, events affecting your family (eg. death and/or marriage breakdown) or a legal action commencing against you.

18. Prior Approval of Disbursements
Prior approval will be obtained for any significant disbursements incurred specifically on the Client’s behalf.

19. Additional Services Performed
If additional services are required by the Client other than those contained in the Engagement Letter such additional services will generally be provided at the hourly rates current at the time of performance of such additional services.

20. Due Date for Payment of Fees
Hanrahans’ fees and disbursements are generally billable to the Client on a progressive basis. Subject to any undertaking given by us in writing, Hanrahans has the right to issue interim invoices for work already done and disbursements already incurred.

The due date for the payment of Fees is set out in our invoice and any terms of payment are at our discretion unless agreed to otherwise in writing.

21. Late Payment of Fees
In the event payment of any sum owing is not made on the due date Hanrahans shall retain the right at any time to charge interest at a rate not exceeding 3% per annum above the highest cash advance interest rate on credit cards issued by National Australia Bank applying on the last day of each preceding month during which payment is overdue on such outstanding sum from any time subsequent to the due date for payment.
Hanrahans will also retain the right, in the event payment is not made on the due date, to treat such non payment as a breach of the Agreement between it and the Client and to cease immediately all work being performed pursuant to the engagement until such time as payment is made or as Hanrahans may determine. It is understood these rights are in addition to and do not derogate from any other rights Hanrahans may have for breach of this Agreement.

22. Multiple Clients
If the services or work provided by Hanrahans to the Client is undertaken for two or more persons or entities (whether jointly or severally), each of them is jointly and severally liable to pay Hanrahans’ fees and disbursements regardless of whether Hanrahans may, at your request or for any other reason:
(a) direct our accounts or statements to only one of those entities or a third party; or
(b) obtain instructions in relation to the daily conduct of the matter from only one of those entities or a third party.

23. Right to Engage a Specialist
Subject to the approval by the Client, Hanrahans may engage a person (“specialist”) to provide opinion on any aspect of the engagement with respect to which Hanrahans determines it does not have the requisite expertise with which to provide an opinion.

The Client agrees to indemnify Hanrahans for any fees, costs, expenses or other outgoings incurred by such specialists and agrees that all fees, costs, out of pocket expenses and other outgoings incurred by the specialist are the sole liability and responsibility of the Client.

The Client agrees to indemnify Hanrahans with respect to any opinion provided by a specialist to the extent that Hanrahans has relied upon such opinion in providing its services.

24. Use of Technology
Hanrahans use established and emerging technologies in connection with the engagement.

Unless specifically stated otherwise, by accepting the offer in the Engagement Letter and/or the Confirmation Letter proposal the Client gives consent for Hanrahans to use technologies in connection with the engagement in the following areas:
a. the provision of communication and information exchange by electronic means including messages, emails, fax and websites or client portal solutions for electronically sharing files over the internet;
b. the use of document and information storage by electronic means including on-site and off-site facilities and cloud based solutions; and
c. the use of software for completing our work, including various aspects of audit, accounting and bookkeeping, tax and statutory reporting requirements, including where appropriate cloud based software.

By giving the above consent the Client acknowledges there are risks and limitations associated with these technologies and specifically:
a. Electronically transmitted information cannot be guaranteed to be secure or virus free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use;
b. Electronically storages could be hacked into, potentially leading to information or data being stolen, altered or destroyed without authorisation, and the data files could also be corrupted, lost or destroyed, or otherwise be adversely affected or unsafe to use; and
c. Software may contain bugs, security loopholes or other errors, which could result in inaccurate, incorrect or unreliable outcomes.

To the extent permitted by law, Hanrahans shall not be liable for any losses or damages the Client may suffer arising out of or in connection with Hanrahans’ use of the abovementioned technologies with the Client’s consent.

25. Use of software or cloud based solutions

Hanrahans use a variety of software applications including cloud and desktop applications to deliver work service outcomes.

Among others, we use Xero, MYOB Account Right, MYOB Essentials and QuickBooks (cloud accounting systems), Sage Handisoft (office server practice management system), HandiTax (server based tax return preparation system), Class Super (a cloud based super fund accounting and administration system), Handisoft Client Portal (cloud document management system), Spotlight Reporting (a cloud business advisory system), Practice Ignition (a work proposal cloud system) as well as various other software solutions from time to time to complete our services. Cloud computing systems store files on remote servers operated by third parties, which may include the use of hosting providers in the United States of America, Singapore and Australia.

By agreeing to this engagement and accepting these services you acknowledge and agree that your personal information may be stored overseas.

26. Privacy Act
We may collect Personal Information about your representatives, your clients and others when we provide services to you. If we do, you agree to work with us to ensure that we both meet the obligations that we each may have under the Privacy Act 1988 (Cth) (as amended) (Privacy Act). The obligations may include notifying the relevant person to whom the personal information relates who we are and how we propose to use their personal information. Where you have collected personal information, you confirm that you have collected the personal information in accordance with the Privacy Act, that you are entitled to provide this personal information to us and that we may use and disclose the personal information for the purpose/s we provide our services to you.

We will handle personal information in accordance with the Privacy Act.

27. Disclaimers
All surveys, forecasts, projections and recommendations contained or made in any reports or studies in relation to or associated with the engagement are made in good faith on the basis of information available to Hanrahans at the time. Achievement of the objectives, projections or forecasts set out in such reports or studies will depend among other things on the actions of the Client over which Hanrahans has no control, including, but not limited to, the effectiveness of the Client’s staff.

It may be necessary for Hanrahans to rely on data received from third parties or to use data which is not able to be substantiated by publicly available information or sources when providing the consulting services to you as a Client. Hanrahans will not be liable for any loss or damage caused to its Client, or any other third party as a result of any errors in data which is either supplied by the Client, supplied by a third party to Hanrahans, or which Hanrahans is required to estimate, because of the nature of the data and the fact that it is generally unavailable to the public.

Notwithstanding anything contained in the above reports or studies, neither Hanrahans nor its employees, servants or agents will, except as the law may otherwise require, be liable for any loss or other consequence (whether or not due to the negligence of Hanrahans, its employees, servants or agents) arising out of the services rendered by Hanrahans in relation to this engagement.

It is acknowledged by the Client that the work of Hanrahans involves making judgements which may be affected by unforeseen future events including wars, economic disruption, dislocations, business cycles, industrial relations, labour difficulties, political action and other factors the effects of which are not capable of precise assessment and that in many cases Hanrahans is required to make value judgements based on material compiled by governmental agencies, scientific organisations, industrial, commercial and professional organisations and others.

It is therefore agreed by the parties hereto that in carrying out its obligations, neither Hanrahans nor any of the persons employed or engaged by it shall be liable whether in tort, contract or otherwise, for any loss or damage howsoever caused which may be sustained by the Client or any other person as a result of any act, omission, neglect or default or alleged act, omission, neglect or default on the part of Hanrahans or of any such persons except such liability as the law precludes Hanrahans from contracting out of.

It is further agreed that, unless otherwise provided for in an assurance engagement, no audit or review will be performed and, accordingly, no assurance will be expressed. Hanrahans’ engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform the Client of any such matters that come to our attention.
Unless stated otherwise, any reports, statements or returns prepared by Hanrahans are for the distributions to the identified users for the agreed purpose. There is no assumption of responsibility for any reliance on our report by any person or entity other than those parties indicated. The report shall not be inferred or used for any purpose other than for which it was specifically prepared. Accordingly, our report may include a disclaimer to this effect.

28. Indemnification
Hanrahans is not liable to any losses or damages the Client may suffer as a result of:
a. The Client’s failure to fulfil its obligations under this Agreement;
b. Hanrahan’s decision to exercise its rights under this Agreement, including its right of lien and its right to suspend work; and
c. Hanrahan’s obligations to comply with relevant law or professional standards disclosed in the Agreement.

To the maximum extent permitted by law, the Client will indemnify Hanrahans, its directors and employees against all claims, liabilities, losses and costs in connection with the execution or purported execution by them of Hanrahans’ obligations arising out of its engagement by the Client.

29. Validity
The offer of engagement proposed in the Engagement Letter will remain open for a period of 30 days from the date on the Letter or such other period as specified in the Letter, unless prior to acceptance the Client has been specifically notified in writing that the offer has been withdrawn. Where such notification of withdrawal is given in writing it will be effective from the date when the notification is sent.

30. Void, Voidable or Unenforceable Provisions
If any provision of these General Conditions of Business, applicable Special Conditions of Business, the Engagement Letter and the Confirmation Letter or Proposal shall at any time be or become void, voidable or unenforceable, that provision shall be severed from the rest of these documents and shall not affect or invalidate the remaining provisions hereof which shall continue in full force and effect.

31. Termination
Engagement may be terminated at any time by either party upon 30 days’ written notice to the other party.

Engagement may also be terminated if there is a failure to remedy a material breach of the Agreement, or in other circumstances specified in applicable Special Conditions of Business, Engagement Letter and Confirmation Letter.

32. Entire Agreement
These General Conditions of Business, the applicable Special Conditions of Business, the Engagement Letter and the Confirmation Letter proposal (if any) set out the entire agreement relating to the subject matter hereof and supersede and cancel any prior communications, understandings and agreements between the parties for the same matter. The contents of these documents cannot be modified or changed except by agreement of both parties.

If there are conflicts between the General Conditions of Business (or the relevant Special Conditions of Business) and the Engagement Letter (or the relevant Confirmation Letter proposal), the provisions in the Engagement Letter (or the relevant Confirmation Letter proposal) shall take precedence.

33. Litigation Costs
In the event that Hanrahans is requested pursuant to subpoena or other legal processes to produce its documents relating to this engagement for judicial or administrative proceedings to which Hanrahans is not a party, then the Client agrees to reimburse Hanrahans at the prevailing hourly rates for its professional times and expenses, including reasonable attorney’s fees, incurred in responding to such requests.

34. Jurisdiction
The rights, liabilities and obligations of Hanrahans and the Client shall be governed by the Law for the time being of New South Wales and the Commonwealth of Australia.
Any legal proceedings arising from this Agreement shall be commenced and maintained in a court of the appropriate jurisdiction located within New South Wales.