Published June 2021
1.1 This document sets out our standard Terms and Conditions. It should be read in conjunction with the Scope of Work issued to you and your entities[1] by one of the service entities in the pmwPlus Group (“pmwPlus”). If there are inconsistencies between these Terms and Conditions and the Scope of Work, the Scope of Work will prevail.
1.2 Our Terms and Conditions are maintained on our website and may be changed without notice. Material changes between versions will be noted in the Terms and Conditions document.
1.3 When you engage pmwPlus, or continue to instruct us, it means that you accept these Terms and Conditions. We also prefer to have a signed copy of the Scope of Work for our records.
1.4 References in the Terms and Conditions to “you” or “your” means the parties identified in the Scope of Work to whom or to which we are providing services. References to “we” or “us” refers to the pmwPlus service line identified in the Scope of Work.
2.1 You will be taken to have accepted the terms of our Scope of Work and these Terms and Conditions at the earliest of:
2.2 The terms of engagement and these Terms and Conditions continue to apply until the engagement ceases. The engagement ceases when:
and you have paid us fees rendered in respect of services we have provided to you.
3.1 The services we will provide for you are set out in our Scope of Work.
3.2 Either party may request changes to the Scope of Work.
3.3 We will provide services to you with the degree of skill, care and diligence expected of a professional firm delivering similar types of services.
3.4 To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.
3.5 You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
3.6 Our services are limited exclusively to those you have engaged us to perform. Unless otherwise specified in the engagement letter, our services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs.
3.7 We will endeavour to record all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.
4.1 You must provide us with all information necessary for dealing with your affairs including information which we reasonably request, in sufficient time to enable our 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 except to the extent we are specifically engaged to provide audit-related services.
4.2 You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.
4.3 You must keep us informed on a timely basis of changes in your circumstances that may affect our services.
5.1 In no event shall pmwPlus, its directors, staff, agents and associates be liable for any failure or delay in providing services if caused by or contributed to, by an act, failure to act or event (including the non-performance of your obligation) that is beyond the control of pmwPlus or was not foreseen at the time of signing the Engagement with us.
6.1 You will be advised in the engagement of the Client Relationship Manager and key personnel who will liaise with you in relation to your work. We try to keep the team that works on your engagement together as much as possible. Where changes are necessary, we will introduce you to your new members as promptly as possible.
6.2 Our team includes people who work remotely throughout Australia and India.
7.1 Taxation services are delivered through the PMW Trading Trust ABN 33 445 751 900 which is a registered tax agent (Registration Number 24882495) under the Tax Agents Services Act 2009. It is authorised to provide taxation services.
7.2 Where an engagement involves us providing taxation services, it is your responsibility to ensure the accuracy and completeness of information provided to us by you or on your behalf.
7.3 Where we provide tax advice, we are providing our opinion of how the tax act works based on the information provided. As an opinion, it is not beyond challenge by others who may be privy to other relevant facts, including the Commissioner of Taxation.
7.4 We will not provide taxation services to you if we form an opinion that the information on which the taxation service is based contains false or misleading information or omits material information that you are not prepared to amend or include.
8.1 Financial services are provided by pmwPrivate Wealth and its authorised representatives under the Count Financial Ltd licence (AFSL 227232).
9.1 We may involve third party contractors or outsourced service providers in providing aspects of your accounting work.
9.2 Acceptance of our services in conjunction with this engagement indicates your acceptance of the use of outsourced services. Where the outsourced service requires the disclosure of personal information to an overseas recipient, a consequence of your consent is that we are required to take reasonable steps to ensure that Australian Privacy Principles are complied with by the overseas recipients of personal information.
10.1 Our service offering relies on the use of a number of cloud based software applications including Xero. Cloud accounting involves storing information in data warehouses which can be located off-shore. We deal with reputable providers based on assurances of their data security. We disclaim any responsibility for the security of information held in data warehouses.
10.2 By agreeing to our Terms and Conditions you acknowledge and agree that your data can be electronically stored in overseas locations..
11.1 There is the ability for you to act as the Subscriber for Xero Business Edition subscriptions and to “invite” us into that subscription as an “invited user”, rather than having us act as the Subscriber to that subscription. Xero has different user roles, and in particular the Subscriber to a Xero subscription has the ability to control access rights to a Xero subscription.
11.2 If we are the Subscriber for your Xero Business Edition, we will always give you full access to your Xero subscription, including if the business relationship between us terminates or if there is a dispute between us. If you transfer your business to a new accountant, you will need to provide us with the name and email address of your chosen new Xero Subscriber for us to transfer your Xero subscription. We are bound by the Xero Partner Code of Conduct. This Code contains dispute resolution procedures and how your access to the Xero subscription will be maintained in the event of a dispute (including relating to non-payment of our fees) between us and you.
12.1 These terms and conditions authorise us to prepare payroll related inputs and their process for calculating and paying your employees, as well as preparing your taxation and superannuation obligations.
12.2 You authorise us to:
12.3 You (as the employer) acknowledge and accept responsibility for:
13.1 Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, importance and value of the advice, as well as the level of risk. Our fees are reviewed annually and may increase over time. pmwPlus will provide our services cost effectively to you by assigning the appropriate level team member to your work.
13.2 Where there is any work that you wish to be performed that is outside the Scope of Work, pmwPlus will notify you of the cost prior to starting any such works.
13.3 Where direct debit is not the method of payment, payment is due in full no later than 14 days from issue of invoice. If the amount payable on the invoice is not paid within 30 days of the date of that invoice, then interest may be payable by you on the total unpaid amount calculated 30 days from the date of the invoice until the actual date of payment at the rate of 10% per annum calculated daily. We may also suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
13.4 The owners, directors or nominated family head of the entities for whom or for which we provide services must agree to personally indemnify us for the payment of all accounts for professional fees incurred by group entities.
13.5 If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.
13.6 We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.
13.7 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by the ATO. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are to be paid by someone else.
14.1 Disbursements represent out-of-pocket payments made by us on your behalf and may include items such as photocopying, courier, postage, filing fees and similar costs. We may contract with outside parties for services in connection with our professional engagement (subject to your approval).
14.2 Where we incur disbursements on your behalf, we charge you the GST-inclusive costs of those disbursements. You may be eligible to claim an input tax credit on the GST amount if you are eligible.
15.1 We will comply with the professional and ethical standards of the Accounting Professional and Ethical Standards Board, available at apesb.org.au. This includes APES 110 _Code of Ethics for Professional Accountants (including Independence Standards), which among other things contains provisions that apply if we become aware of any actual or potential ‘non-compliance with governing laws or regulations (NOCLAR). Where any such non-compliance poses substantial harm (such as serious adverse consequences to investors, creditors, employees, auditor, group auditor or the public), we may be required to disclose the matter to an appropriate authority.
16.1 As members of Chartered Accountants Australia and New Zealand (“CAANZ”), we are bound to comply with the principle of confidentiality which requires us to respect the confidentiality of information acquired as a result of our professional and business relationships.
16.2 This duty extends to prospective clients, current clients and former clients.
16.3 Circumstances where we may be required to disclose confidential information:
16.4 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.
17.1 In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you, your entities and personnel. Our collection, use, retention, storage, disclosure or other dealings with such information is subject to the provisions of the Privacy Act 1988.
17.2 We have established policies and procedures that accord with the Australian Privacy Principles (Privacy Act 1988 Schedule 1).
17.3 Our privacy policy is available on our website.
17.4 Where you disclose personal information regarding a third party (including your directors and employees), you confirm that you have complied with the Privacy Act 1988, including that the personal information was lawfully collected, that you are entitled to disclose the personal information to us, and that we may use and disclose the personal information in the course of providing our services to you.
18.1 You agree that we may communicate with you using electronic media. You acknowledge that electronic media is inherently insecure, may be intercepted, may not be delivered and may contain viruses. You agree that we are not responsible for any loss suffered in connection with the use of electronic media.
18.2 Advice received by email is only binding on pmwPlus when it is contained in a pdf of a letter which includes our letterhead and is signed by a principal/partner of the practice.
19.1 We maintain a trust account for dealing with client monies on their behalf. We can only accept money into our trust account on your behalf if you have provided us with a written trust account authority letter which details the authority given to us in relation to that trust money.
20.1 All original documents obtained from you arising from the engagement shall remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
20.2 Our engagement may result in the production of various reports and documents. Ownership of these documents will vest in you. All other documents produced by us in respect of this engagement will remain the property of the firm, subject to any statutory obligations.
20.3 We may explore our legal right of lien over any of your documents in our possession in the event of a dispute.
20.4 Our office is paperless and it is our policy not to store hard-copies of documents. Where originals or hard copies of documents are provided to us in the conduct of our work for you, we will store them electronically and return the original documents to you.
21.1 We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by you only for the purpose for which you have engaged us.
21.2 All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. We will retain these papers in accordance with our normal record keeping practices in accordance with our professional and legal obligations.
21.3 You agree we can use your logos and trade marks for the sole purpose of providing advice to you in connection with the engagement, unless you tell us otherwise.
22.1 Under the Professional Standards Act 1994 (NSW) and the Scheme approved under that Act, our liability is limited to a maximum sum of $1,000,000 where the professional fee for the engagement is up to $100,000 and ten times the engagement fee, up to a cap of $20,000,000 where that fees exceeds $100,000.
22.2 Our liability is limited by a scheme approved under Professional Standards Legislation.
22.3 You agree not to bring any claim against any of our principals, partners, directors or employees in their personal capacity. To the maximum extent permitted by law, we are not liable to you for:
23.1 pmwPlus provides our services under the engagement as an independent contractor and nothing will be construed to create a partnership, joint venture or other relationship with you unless specifically acknowledged by us in writing.
23.2 Our advice and information is for your sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
24.1 We will inform you if we become aware of any conflict of interest in our relationship with you (including between the various persons this engagement letter covers) or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we will be unable to provide further services to some or all of the persons to whom this engagement applies. If this arises, we will inform you promptly.
24.2 We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality referred to above.
25.1 If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter. To resolve your concerns we have policies and procedures in place to deal appropriately with complaints and will use best endeavours to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
26.1 Each of us may terminate this agreement by giving notice in writing to the other party except where a conflict of interest has arisen, you fail to cooperate with us or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately. Termination will not affect any accrued rights.
27.1 These terms and conditions, any associated Scope of Work and all aspects of the engagement including the performance of work for you, are governed by the law of New South Wales and you agree to be bound by the laws of New South Wales.
27.2 Both you and we irrevocably submit to the exclusive jurisdictions of the Courts of New South Wales, notwithstanding that your activities, or any part of the work we do, or your acceptance of these terms may take place outside of New South Wales.
28.1 You and we agree that each of the promises and undertakings given in the Terms and Conditions and any associated Scope of Work are independent of each other and are severable.
[1] Your engagement will be between you or your entity or entities and one of the pmwPlus service entities which will be identified in the Scope of Work or engagement letter.
