LEENANE TEMPLETON TERMS OF ENGAGEMENT

Scope

These are the Terms of Engagement between Leenane Templeton Pty Ltd ABN 90 096 504 380 and The Self-Managed Super Specialists Pty Ltd ABN 90 003 918 992 known collectively as “Leenane Templeton” (“we”) and yourself (“you”) herein collectively referred to as the “parties”.

Our Fee Proposal is constituted by these Terms of Engagement and any other later document that we advise you becomes part of or varies this Fee Proposal and constitutes a contract between the parties. These Terms of Engagement confirm our mutual understanding of the nature and limitations of the basis of the Services we will provide.

Who may instruct us

You confirm that you, and any other person you nominate in writing from time to time (provided we have acknowledged such nomination), are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our advice and documents on their behalf.

If we are acting for a business, and we receive conflicting advice, information, or instructions from different persons, we may refer the matter to the board of directors, partners, or proprietors (as applicable) and act only as requested by them.

You and your spouse/partner

We will advise you and your spouse/partner on the basis that you are a family unit with shared interests. We may deal with either of you or may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.

Know your customer

We may be required to verify your identity under the proof of identity laws, and we may request from you such information as we require for this purpose.  We may also be required to verify your identity under the anti-money laundering laws, and we may request from you such information as we require for this purpose and make searches of appropriate databases.

Your responsibilities

You are required by law to keep full and accurate records relating to your tax affairs.

You agree that you will provide us with complete, clear, accurate, meaningful, and timely instructions, and all information and documents requested by us, or necessary for us to undertake and complete the Services you have engaged us to provide.   This includes providing accurate and complete responses to questions asked of you by us 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. You acknowledge and agree that you will be responsible for the completeness, accuracy and clarity of the information supplied to us.

We will commence work once we are in receipt of all the required information so that we can deliver the Services to you in a cost effective and timely manner.

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

You also agree that you will arrange for reasonable access to relevant individuals and documents and you authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

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 the 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 the Services are inaccurate, incomplete, or misleading because they are based on inaccurate, incomplete or misleading information being provided to us.

By accepting the terms of this Fee Proposal, you will be taken to have agreed that the performance of the Services is dependent on the performance of your obligations relating to disclosure and record keeping.

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 taken into account in determining the extent to which we have discharged our obligations to you.

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.

Any advice we give you as part of the Services is an opinion based on our knowledge of your particular circumstances.

The Services will be provided in accordance with Australian taxation law, and the practice of the Australian Taxation Office, in force at the date of the provision of the 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 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.

Conflicts of interest

We have an obligation to ensure that we manage conflicts of interest as they arise. We will inform you if we become aware of any conflict of interest in our relationship with you (including between the various persons this Fee Proposal covers) or in our relationship with you and another client.  In this regard, we have arrangements in place to ensure that we manage potential or actual conflicts of interest. The effective operation of these arrangements depends, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.  Generally, a conflict of interest is any event which may result in us becoming unable to remain objective in the performance of the Services. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during the provision of the Services are changes to your business circumstances, events affecting your family (e.g. death and/or marriage breakdown) or a legal action commencing against you.  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 Fee Proposal applies. If this arises, we will inform you promptly.  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 in these Terms of Engagement.

Professional obligations

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, auditors, group auditor or the public), we may be required to disclose the matter to an appropriate authority.

Reliance on advice

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.

Investment and financial advisory advice

We will not provide you with investment or financial advice regulated under the Corporations Act 2001 (Cth) unless we have expressly agreed to do so in writing, specifying an applicable Australian Financial Services Licence number.

Qualifications on our Services

Our Services are limited exclusively to those you have engaged us to perform.  Unless otherwise specified in the Fee Proposal, our Services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.  If we do identify such acts or omissions, we will notify you as soon as practicable.

Where our engagement is recurring, we may amend our Fee Proposal where we consider it is necessary or appropriate to do so.  If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with the paragraph called Termination below and those amendments will not apply prior to such termination. 

To the extent our Services involve the performance of services established by law, nothing in the Fee Proposal reduces our obligations under such law.

You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.

Extension of Services

If there is additional work that you wish us to carry out, please let us know and we will discuss with you the basis upon which that additional work can be included in this Fee Proposal. If we agree to carry out additional Services for you, we will provide you with a new or amended Fee Proposal.

Timing

Subject to the timeliness and accuracy of information supplied by you, we undertake to lodge tax compliance documents by the due date and note that penalties and interest may be imposed for late lodgement. 

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 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 during the conduct of the Services contemplated by this Fee Proposal.

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.

Confidentiality and data protection

You must make all necessary notifications and obtain any necessary consents for us to process personal information you provide to us. We collect and use that personal information for the purpose of providing the Services described in the Fee Proposal to you and we will comply with the Privacy Act 1988 (Cth) when processing that personal information. Our privacy policy (available at www.LT.com.au) provides further details of our privacy practices. 

The purpose of collecting your personal information is to carry out the Services and for related purposes such as staff training and education, updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance, and crime prevention.

Access to the information by our employees and contractors will be limited to the level of access required for them to complete the Services.

We will take all reasonable steps to keep your information confidential, except where:

• We need to disclose your information to our service providers or regulatory bodies in performing the Services, our professional advisers, or insurers or as part of an external peer review from time to time. Our files may be subject to review as part of the quality control review program of Chartered Accountants Australia and New Zealand which monitors its members’ compliance with professional standards. By accepting our Fee Proposal, you acknowledge that, if requested, our files relating to this Fee Proposal will be made available under this program. Should this occur, we will advise you.  We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis;

• We are required by law, regulation, a court of competent authority, or those professional obligations referred to in the paragraph Professional Obligations above, to disclose the information;

• We provide limited information (but only to the extent reasonably necessary) to potential purchasers (or their professional advisors) of our practice but we will take reasonable steps to ensure that any such recipient keeps the disclosed information confidential; or

• You give us permission to disclose the information.  

Where you share personal information regarding a third party (including your directors and employees) with us, you confirm that you have complied with your obligations under the Privacy Act 1988 (Cth) (including, if you are not bound by that Act, as if you were so bound), 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 manner detailed above.

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.

We may mention that you are a client for promotional purposes.

Limitation of liability

Our liability is limited by a scheme approved under Professional Standards Legislation. Further information on schemes is available from the Professional Standards Councils’ website: http://www.psc.gov.au.

The Services are provided for your sole use and benefit.  We are not liable, and we accept no responsibility to any third party in respect of the Services unless we have expressly agreed in the Fee Proposal that a specified third party may rely on our work.

You agree not to bring any claim against any of our partners, directors, shareholders, or employees in their personal capacity.

To the maximum extent permitted by law, we are not liable to you for:

• Indirect, special, or consequential losses or damages of any kind; or

• Liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these Terms of Engagement.

Fees and payment terms

Our fees will be charged on the basis set out in the Fee Proposal and have been set based on the level of skill, responsibility, importance, and value of the advice, as well as the level of risk. 

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.

We may provide a fixed fee for the provision of specific Services. If it becomes apparent to us, due to unforeseen circumstances, that the fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.

Any disbursements and expenses we incur in the course of performing our Services will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with your approval.

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 Australian Taxation Office. 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.

In the event of you being in default of your obligation to pay us within the payment terms as outlined in the Fee Proposal and the overdue invoice(s) are then referred to a debt collection agency and/or law firm for collection and we are charged commission and/or disbursements and/or legal fees, you agree that you will be liable to pay as a liquidated debt to us any commission, disbursements and legal fees payable by us. Our payment terms are typically, upfront payment, payment in agreed instalments or 10 days from the date of the invoices as outlined in the Fee Proposal. If the amount payable on the invoice is not paid within 30 days of the date of that invoice, we reserve the right to apply interest 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. Where our Fee Proposal is solely for the preparation of individual tax returns, payment must be made before we lodge the said income tax returns with the Australian Taxation Office.   We may also suspend our Services or cease to act for you by 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.

Director’s indemnity

If the entity invoiced by us for Services is unable to discharge its liabilities to us, then the entity’s Directors or Trustees agree to personally indemnify us for any such liability.

Ownership of documents and materials

All original documents that we obtain from you to perform the Services under this Fee Proposal remain your property. However, you agree that we may make a reasonable number of copies of the original documents for our records and to provide the Services to you. You agree we can use your logos and trademarks for the sole purpose of providing advice to you in connection with the engagement unless you tell us otherwise.

We own the copyright and all other intellectual property rights in everything we create in connection with this engagement including all working papers prepared by us (in any form whatsoever, including physical and electronic).  We will retain these documents in accordance with our normal record-keeping practices and in accordance with our professional and legal obligations.

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.

Lien

To the extent permitted by law or professional standards, we reserve the right to exercise a lien over all documents and records in our possession relating to all Services provided to you until all outstanding fees and disbursements are paid to us in full.

Complaints and disputes

If you have any concerns about our costs or Services, please speak to the person responsible for this engagement, who is identified in our Fee Proposal.  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.

Either party to a dispute can request the complaint or dispute is managed through an external dispute resolution or mediation service. We and you agree that external dispute resolution will be undertaken before any legal claim is formally commenced. This does not override the rights of either party to seek legal action to enforce contractual rights under this Fee Proposal.

Communication

You must advise us of any changes to your contact details.  We may send any communications to the last contact details you have provided. Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. There is a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception by third parties in any form of communication, whether electronic, postal, or otherwise.  We are not responsible for any such matters beyond our control.

Termination

Either party may terminate the Services at any time by giving not less than 14 days’ written notice to the other party.   A party may terminate the Services immediately if the other party commits a material or persistent breach of its obligations under the Fee Proposal, including 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.

Termination will not affect any accrued rights or obligations, including your liability for any unpaid invoices, or Services provided up to the time of notice of termination. In the event of termination by either party, you will be required to pay to us any amounts which have fallen due for payment pursuant to this Fee Proposal and which, at the date of termination, remain unpaid.

Force majeure

No party will be liable to the other for any delay or failure to fulfil their obligations under this Fee Proposal to the extent that such delay or failure arises from causes beyond their control including but not limited to fire, floods, acts of God, terrorist acts, strikes or lock outs, war, riot or any governmental act or regulation.

Applicable law

This Fee Proposal is governed by New South Wales law.  The courts sitting in NSW will have non-exclusive jurisdiction in relation to any dispute between us.

Interpretation

If any provision of the Fee Proposal is void, that provision will be severed, and the remainder will continue to apply.  If there is any conflict between the Fee Proposal and these Terms of Engagement, these Terms prevail.

Third-Party responsibilities

We may utilise the services, software, systems, technology and products of third-party service providers and cloud computing service providers to perform or assist us to perform the Services and in administrative support, including but not limited to third-party service providers, accounting software systems, file storage systems, registry service systems, information management systems, portfolio management systems, cloud computing systems and services, and online information access systems, and whether disclosed to you or not (“Third-Party Products”). 

You consent to us using these Third-Party Products and you consent to your information (including personal information and confidential information) being disclosed and transferred to those Third-Party Product providers, so long as such providers are bound by confidentiality obligations.  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 Product provider and our Privacy.

For any queries please contact our team at 02 4926 2300.