1. Introduction
1.1 LEDGER BENCH has set out in this document our basic terms and conditions of business (the “Terms”), which, together with our Proposal (together called “this Agreement”), will apply to all work LEDGER BENCH undertakes for you with respect to this engagement. If there is any conflict between these Terms and our Proposal, then the Proposal shall prevail.
1.2 For the purposes of the Terms, “LEDGER BENCH” includes its partners, employees and all its related entities.
2. Scope of appointment
2.1 The scope of our appointment is set out in our Proposal. Please let us know if our understanding of this scope is incorrect – we will not undertake tasks which are not specified in the Proposal or in later written correspondence. We do not offer audit, legal or taxation services.
2.2 Our duty of care is to our client named in the Proposal and to no other person. Any other person, who wishes to rely upon our advice, can only do so with our written agreement.
3. Information
3.1 The quality of our services will depend on full and timely instructions from you. We will rely on the accuracy and completeness of the information you provide to us. We will not independently verify information unless requested to do so as a term of our engagement.
3.2 LEDGER BENCH shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it.
3.3 You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
3.4 You undertake that, if anything occurs after the information is provided by you to LEDGER BENCH, to render such information untrue, unfair or misleading, you will promptly notify LEDGER BENCH and, if required by LEDGER BENCH, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.
3.5 You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by, partners or staff of LEDGER BENCH who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within LEDGER BENCH who are engaged in the provision of the Services.
4. Staff
4.1 You agree that during the provision of the Services, and for a period of 12 months thereafter, you will not approach, procure, entice or make any offer of employment to any LEDGER BENCH partner or employee involved in the provision of the Services, without the prior consent of a director of LEDGER BENCH.
4.2 You agree that during the provision of the Services, and for a period of 12 months thereafter, you will not approach, procure, or entice any LEDGER BENCH partner or employee to work for a related party or client of yours, without the prior consent of a director of LEDGER BENCH.
4.3 You agree that a breach of this clause constitutes a material breach of this agreement and the full amount payable for the whole term of this agreement will become immediately due and payable. In the event that the breach happens during the last 12 months of this agreement or within the 12 months after the termination of this agreement, you agree that the amount payable for the breach is the greater of the fee estimate for 12 months of services as set out in this agreement or the total fees paid during the 12 months prior to the breach under this clause.
5. Resources
To do the best job we can, we may require access to your files, records, information technology systems, premises and people. Other resources may be required to ensure timely approval, development and sign-off of all project plans, specifications, accounts and deliverables. We understand you will provide us with reasonable access to these resources without charge.
6. Delays
You will not hold us responsible for any failure or delay in connection with our engagement caused by something outside our control. This could include another person’s actions or omissions. Our fees may reflect any additional cost we incur from such a delay. If the delay is substantial, we may terminate our appointment.
7. Fees
7.1 Unless otherwise agreed we charge our fees and issue bills on a monthly basis. Rates will generally be set out in our Proposal, but are subject to regular review. Accordingly, they may change during the course of our engagement. If so, the revised rate will generally apply from the date of the change. We will issue bills setting out our fees and disbursements.
7.2 For engagements where we process your payroll, you agree that LEDGER BENCH will automatically pay our fees with each payroll process in respect of the payroll period. For all other engagements, you agree to pay our invoices within 7 days of the billing date. If an account remains unpaid, we may cease work on your appointment upon giving you reasonable notice.
7.3 We do not charge additional amounts for up to 2 hours of Financial Consultation in a month. You will be charged at an hourly rate calculated on the basis of the quoted monthly rate divided by 8. For example, if a monthly rate of $200 has been quoted, the hourly rate is $25.
7.4 We may charge daily interest on any outstanding balances at a rate of 2% over the 180-day bank bill rate and that interest will be payable on demand.
8. Disbursements
In addition to our fees, you agree to pay our reasonable out of pocket expenses. These may include copying/printing, call costs and travel (but will exclude any input tax credit that we are entitled to claim). Details of all applicable disbursements will be itemized on our fortnightly bills. We will charge you at our standard billing rate if we are required to produce documents or attend court as a result of our appointment at proceedings to which we are not a party. This may include reasonable legal fees incurred in responding to such requests.
9. Estimates
We may provide you with an estimate of likely fees and costs. The final fees and costs may differ from the estimate. For example, the scope or nature of the appointment may change, or unforeseen circumstances may arise. Any estimate will be based on the information you have provided and may be given subject to assumptions. We will make our best effort to inform you of any increased costs.
10. Review of fees
We may review our quoted fees if you do not proceed with our engagement within 30 days of the Proposal, or if we are still performing the services more than 6 months from the date of the Proposal. The time-based fees, if any, quoted in the Proposal or as separately quoted in a fee letter will remain in force until 31 December or 30 June (whichever occurs first) and we may increase fees for work continuing past that date. We review our time-based fees six monthly.
11. Taxes
11.1 In addition to our fees, you agree to pay to us any tax or another charge payable by us (now or in the future) in relation to our appointment.
11.2 Except where specified, all fees and costs referred to in our Proposal are exclusive of taxes. You agree to pay the amount of any tax payable in relation to any supply made in connection with our appointment.
12. Confidentiality
Both we and you agree to keep any confidential information of the other, except to the extent required by law.
13. Reliance on advice by others
Unless we give written approval to the contrary, all reports, letters, information and advice are provided solely for your benefit and may not be disclosed to or relied upon by any other person. LEDGER BENCH shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
14. Draft advice
We may provide draft or interim advice, reports or presentations to you. Please treat them as for information or discussion purposes, and subject to our written advice or final written reports. Do not rely on interim advice, reports or presentations.
15. Electronic mail
Any communications or documents transmitted by email may be interfered with, may contain computer viruses or other defects, and may not be successfully replicated on other systems. We will not be liable for any unauthorized copying, recording, reading or interference with that email, for any delay or non-delivery or for any damage caused to your system or any files in connection with the transmission. You agree that, unless requested otherwise, all correspondence will be communicated via email as the risks associated with using email are outweighed by the benefits of using email.
16. Your intellectual property
We will not acquire any ownership rights over any information you provide to us. Except as provided below, on payment of all amounts you owe us, we will assign to you all copyright to reports, written advice and other deliverables (except software) we have provided. However, you irrevocably grant to us a free worldwide license to use, copy, modify, adapt and exploit those deliverables, so long as doing so would not disclose any of your confidential information.
17. Our intellectual property
17.1 The processes, know-how, ideas, concepts and techniques we use and develop in the course of providing services to you are confidential to us. We retain sole and exclusive rights to them.
17.2 We will also retain all copyright and other intellectual property rights in: i) data, designs, models, methodologies, analysis frameworks, leading practices, specifications and other elements of the deliverables which we owned or developed before, or independently from, our appointment; and ii) all tools (and any enhancement, improvement or other derivative of those tools) including but not limited to software and working paper.
17.3 We will retain all interests in and rights to our working papers and other internal documents and information.
18. Dispute Resolution
18.1 Should you at any time wish to discuss any concerns or make a complaint about the Services we are providing, please contact a director of LEDGER BENCH. We will investigate any complaint promptly and do what we can to resolve the issue. The preferred channel for resolving disputes is via email (support@accountsconfidant.com) so that there is a written record of the issues discussed.
18.2 If the issue remains unresolved, all parties agree to enter into mediation, or another method of dispute resolution, before commencing legal proceedings.
18.3 In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend all Services provided, until such time as the dispute is resolved or the fees are paid. Suspension of the Services will have no impact on your obligation to pay us for Services rendered to the date of suspension.
19. Indemnity
It is possible that a person may make a claim against us in connection with our appointment, including the services we provide to you. If this happens, we may suffer or incur liabilities, claims, costs, losses, fees, and expenses, including legal costs (Losses). You agree to indemnify us against any such Losses, except to the extent a Loss is solely the result of our own negligence. One example of where the indemnity will apply is where the Losses are a consequence of any specific instruction or request you make, inaccurate information you provide to us, or any breach by you of the terms of our appointment.
20. Project Management
20.1 If you engage LEDGER BENCH to provide project management services, or LEDGER BENCH supplies you with personnel to undertake project management service you acknowledge that the LEDGER BENCH personnel must be included in all meetings, discussions regarding the project to ensure that the ACCOUNTS CONFIDANT personnel are able to properly assist you in their assignment.
20.2 You acknowledge that whilst LEDGER BENCH personnel may be involved in the decision-making process, they will never be the final decision maker. LEDGER BENCH accepts no responsibility for the decisions made during a decision-making process that involves one of your employees.
20.3 LEDGER BENCH will charge for all project management services, including providing estimates for the time involved in each stage of a project.
21. Severability
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future
laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions
of this Agreement shall remain in full force and effect.
22. Termination
22.1 Unless otherwise specified in the proposal/engagement letter, the Initial Term of this Agreement is for a period of 12 months from the date that this Agreement is accepted by you.
22.2 Unless otherwise specified in the proposal/engagement letter, after the Initial Term of this Agreement, either of us may terminate our engagement by giving three calendar months written the notice, or immediately in the case of a material breach by the other. If this happens, you agree to pay our fees and disbursements incurred up to termination and for any work that we are required to undertake after termination.
22.3 If at any time during the Initial or Subsequent Term of this Agreement you cease to use our services or wish to terminate this agreement without notice, for any reason other than material breach, you agree to pay us the remaining fees due under this Agreement to the end of the Term, as a Termination Payment. The Termination Payment is to be calculated on the basis of the Fee Estimation as set out in the Proposal, or the previous three months actual charges, whichever is the greater.
23. Information of other clients
We may hold or have access to information as a result of acting for other clients. We are not obliged to disclose this information to you or to use that information in advising or acting for you.
