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Oxygen Private Clients ABN 82 128 479 158
For the purpose of this Arrangement:
“Arrangement” means the agreement between Oxygen Private Clients as set out in these Terms of Business and Service Agreement, and you together with any changes to the Arrangement that are agreed in writing between us.
“Service Agreement” means the agreement that describes the ongoing Services provided to you for tax and accounting work, including detailed costing, timeframe for work completion and members of the client service team. A reference in these Terms of Business to a Service Agreement includes documents that may be described as an engagement letter or proposal.
“Services” means the Services set out in the Service Agreement or subsequent documentation or verbal agreement to be performed by Oxygen Private Clients Pty Ltd for the client.
These Terms of Business apply in respect of the Services to be performed by Oxygen Private Clients Pty Ltd (OPC or "we" or "us"), for the client named in the Service Agreement, or Proposal (including its directors) ("Client” or "you").
Tax Agent Services may be provided by Oxygen Private Clients Pty Ltd, Tax Agent No. 2554 6326.
These Terms of Business apply for Services we may be engaged to provide you in the future unless we agree otherwise in writing or as required by law.
Your continued instructions to us following receipt of these Terms of Business will be deemed to constitute acceptance of the Arrangement, regardless of whether a signed, Service Agreement, or Proposal is returned to us.
- We will take all reasonable steps to keep confidential all confidential information you disclose to us as part of our engagement, except where you permit us to disclose it or where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of a quality review.
- Our files may be subject to review as part of the quality control review program of CA ANZ which monitors compliance with professional standards by its members. By accepting our engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.
- We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
- All of your original documents provided to us in connection with performing the Services shall remain your property but we may make copies as reasonably required to perform the Services and for our records.
- Unless otherwise specified in the Arrangement, intellectual property rights in all documentation, systems, materials, methodologies and processes created in the course of performing the Services or the engagement of OPC shall remain and be vested in OPC. Subject to Clause 1, OPC will not be restricted from developing and using in the future, any techniques, methodologies, ideas, concepts, information or general know-how.
- For the avoidance of doubt, working papers for the Services, including electronic documents and files, is our property and constitute Confidential Information.
- You must not use the OPC name or logo on any website or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent.
Performance of the Services
- The timely completion of the Services requires your co-operation in the provision of information and explanations relevant to the Services. Estimates of time for completion of the Services are given on the assumption that we receive this co-operation. We may charge additional fees and expenses which result from delays in providing this co-operation.
- The scope of the Services is limited to the work specified in the Arrangement. Unless expressly stated otherwise, the Services are not legal services and do not constitute legal advice. Either of us may request changes to the Services but no changes take effect unless agreed in writing.
- Our work including the preparation of income tax returns, management and annual financial reports will be based on the documentation and information provided to us by you. We rely on you bringing to our attention any changes in the documentation and information as originally presented, as it may affect our Services. You will ensure that documentation and information supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars. Unless otherwise stated in our Arrangement, we will not audit or independently verify the accuracy and completeness of such documentation or information.
- We will not verify that the particulars in income tax returns prepared are true and correct and you acknowledge such declarations are your responsibility. Our preparation and review of tax returns does not constitute a tax audit and cannot be relied upon as such.
- In the course of providing the Services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such oral comments or draft documents, conclusions or advice as they may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued. The final results of our work will be set out in our final report or advice.
- Changes in the law may take place before our advice is acted upon or may be retrospective in effect. Unless specifically stated in the Arrangement we accept no responsibility to inform you of changes in the law, interpretations or rulings or determinations issued by the Australian Commissioner of Taxation affecting advice previously given by us.
- We do not guarantee that our interpretation of tax law will be sustained in the event it is challenged by the Australian Commissioner of Taxation.
- You acknowledge that information made available by you or by others on your behalf, to employees of OPC who are not engaged in the performance of the Services or information relating to you which is otherwise known by them, shall not be deemed to have been made available to the individuals within OPC who are engaged in the provision of the Services.
Without limiting any other provision herein, where we compile management and annual
financial reports in performing the Services, you will remain responsible and liable for:
- the maintenance of adequate accounting records and preparation of relevant accounts including complying with all statutory requirements and providing true and fair views of results;
- the completeness and accuracy of all details supplied to us including details required for financial reporting and information relating to employee details; and
- the selection and application of appropriate accounting policies and adoption of accounting standards and classification of reporting entities.
- We do not accept liability to third parties in respect of any loss arising from the use of or reliance on the management and annual financial reports complied in performing the Services
- We will not provide tax advice relating to jurisdictions outside Australia. If we provide information on a matter that relates to countries other than Australia, such information does not constitute advice or Services to you. We may, upon your request, assist you to seek advice from an appropriately qualified person in another jurisdiction.
Limitation of Liability
- We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
- Our liability may also be 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
Fees and Expenses
For any additional work that we agree with you outside of scope, our hourly rates are as follows:
Staff Level Hourly Rate (Exclusive of GST) Director $450 Manager $350 Senior $200-250 Staff $70-150
Services Solely for Client Benefit
The Services will be provided solely for your benefit and use unless provided otherwise in the Arrangement. Except as required by law, you must not provide any documentation or deliverables in respect of the Services to any third party (including without limitation, the filing of information containing or referring to any of our reports with regulators or the inclusion of our reports in any public document) without our written consent. We accept no liability or responsibility to any third party in respect of the Services.
Use of Software
We may use or develop software, including spreadsheets, databases and other electronic tools (“tools”) in providing the services. If we provide these tools to you, you acknowledge that (except where these tools are a specific deliverable under our Arrangement with you) they are not your property, were developed for the purposes without consideration of any purpose for which you might use them, are made available on an “as is” basis for your use only and must not be distributed to or shared with any third party. To the full extent permitted by law, we make no representations or warranties as to the sufficiency or appropriateness of the tools for any purpose for which you or a third Party may use them.
We may communicate with you electronically. Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically, but we will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to you. You remain responsible for protecting your own systems and interests in relation to electronic communications. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.
9. Cloud Computing/Storage of Information
We utilise cloud computing services provided by MYOB, Xero, Sage, Class Super, Praemium and Tickbox.
By signing this letter and accepting these services you acknowledge and agree that your personal information may be stored within Australia and overseas.
Subject to any statutory provisions to the contrary, it is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these terms includes your consent for us to destroy any documents that belong to you which have been filed amongst our own papers.
You agree that the above data retention arrangements are acceptable for your purposes.
All original documents that we obtain from you arising from the engagement 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.
We retain all copyright in any document prepared by us during the course of carrying out the engagement for you, save for where the law specifically provides otherwise.
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid to us in full.
Subcontractors and Third Parties
- From time to time we may utilise subcontractors or third parties to enable us to carry out the services under this Engagement. Any reference to our staff includes subcontractor staff. Subject to any contrary provision in the Arrangement we will remain liable to you for any of the Services that are provided by our subcontractors.
- Unless otherwise expressly agreed in writing, we will not engage a third party to act on your behalf in connection with the Services. You will undertake any such engagement directly with the third party as principal, and you are solely responsible for the work and fees of any other party engaged by you to participate in the Services regardless of whether such party was introduced to you by us.
- Acceptance of our services in conjunction with this engagement document indicates your acceptance of the use of subcontractors or third parties as described.
- 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 (Cth), 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.
We will comply with the provisions of the Privacy Act 1988 (Cth) and the Australian Privacy Principles when processing or providing personal data about you.
When processing or providing personal information to an overseas recipient a consequence of your consent is that we will be required to take reasonable steps to ensure that the Australian Privacy Principles are complied with by the overseas recipients of the Personal Information.
- 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.
This Arrangement shall be governed by and interpreted in accordance with the laws of the State of Victoria and the Courts of that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Arrangement and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought in an inconvenient forum or to claim that those Courts do not have jurisdiction.
If any dispute arises between us we will attempt to resolve the dispute in good faith by senior level negotiations. Where both of us agree that it may be beneficial, we will seek to resolve the dispute through mediation.
Tax Agent’s Code of Professional Conduct
- The Code of Professional Conduct (“Code”) is a legislated code under the Tax Agent Services Act 2009 (“the Act”). The Code sets out the professional and ethical standards required of registered tax agents and their duty to inform clients of their rights and obligations relating to the tax agent services provided.
The ethical and professional standards under the Code include duties to:
- Act honestly and with integrity
- Comply with taxation laws in the conduct of our personal affairs
- Act lawfully in the best interests of clients
- Establish adequate arrangements for managing any conflict of interest that may arise in relation to the services provided
- Ensure our tax agent services are provided competently
- Not disclose client confidential information to a third party without the client’s permission
- Advise clients of their rights and obligations relevant to the services provided
- Not to obstruct the proper administration of the taxation laws
- Maintain professional indemnity insurance that meets minimum prescribed standards.
- Under Australia’s self-assessment taxation system, an assessment is made on the basis of the information and calculations contained in the tax return. Responsibility for the accuracy and completeness of information in the tax return rests with the taxpayer. To limit the risk and uncertainty associated with self-assessment, taxpayers can request a private ruling to obtain formal advice from the ATO about how the taxation law applies to them. Similarly, taxpayers dissatisfied with a determination of the ATO or amended assessments of tax and penalties have the right to object and if dissatisfied with the ATO’s review, to appeal.
The ATO Taxpayers’ Charter sets out the ATO’s expectations of taxpayers including to:
- Be truthful in your dealings with the ATO
- Keep records in accordance with the law
- Take reasonable care in preparing your tax returns and other documents and in keeping records
- Lodge tax returns and other required documents or information by the due date
- Pay your taxes and other amounts by the due date
- Be cooperative in your dealings with the ATO
Failure to comply with these obligations may result in non-compliance with the Taxation Administration Act 1953 as well as the imposition of additional taxes, penalties and interest inter alia.
- There are statutory “safe harbours” that may protect taxpayers from administrative penalties for incorrect or late lodgement of tax returns if taxpayers provide their tax agents with “all relevant taxation information” in a timely manner. You must therefore provide us with all such information and documentation, both voluntarily and in response to our queries. Any failure by you to do so may affect your ability to access the safe harbour provisions.