STANDARD TERMS AND CONDITIONS

Our services are subject to the following standard terms and conditions, which, along with the core terms advised in our engagement letter, form our full terms of engagement.

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1.   Definitions and Interpretation​​

 

Definitions

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The following definitions apply to this agreement:-

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Authorised representatives mean directors, officers, agents, employees, consultants, contractors and related legal entities engaged by us or you.

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Confidential information means any technical, scientific, commercial, financial or other information of, about or in any way related to, the party, the services or this agreement, including any information designated by a party as confidential, which is disclosed, made available, communicated or delivered to the other party in connection with this agreement, but excludes information which is in the public domain; information that the disclosing party disclosed before signing the agreement; or is lawfully obtained by a party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the other party or otherwise prohibited from disclosing the information to that party; or is required to be disclosed pursuant to law or court order.

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Consequential loss means any loss which is indirect, consequential, special, punitive, exemplary, or incidental, including any loss of profit, revenue, anticipated savings or business opportunity, loss or corruption of data or systems, or damage to goodwill however caused or arising as a result of the services or otherwise in connection with this agreement.

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Intellectual property means all present and future rights in relation to copyright, trademarks, designs, patents, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement, and whether in Australia or otherwise.

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Professional body means an organisation that act as a peak body regulating a specific profession, interest, or occupation.

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Professional standards mean principles of integrity, objectivity, ethics, professional competence and behaviour, duty of care and confidentiality.

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Interpretation

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In the interpretation of this agreement, unless the context otherwise requires a word which indicates the singular also indicates the plural and vice versa, headings are used for convenience only and does not affect the interpretation of this agreement. This document refers PANCORP GLOBAL PTY LTD and its authorised representatives collectively as “we”, “us”, and “our” and Client and its authorised representatives collectively as “you”, “your” and “yours”.

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2.    Registrations​​

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PANCORP GLOBAL PTY LTD is registered as a tax agent (TAN 26055788) under the Tax Agent Services Act 2009 and ASIC agent (RAN 40642) under the Corporations Act 2001. The Tax Practitioners Board (TPB) maintains a register of tax agents which can be accessed and searched at https://www.tpb.gov.au/public-register.

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3.   Non-Compliance with Laws or Regulations (NOCLAR)​

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We are subject to the framework dealing with Non-compliance with Laws and Regulations (NOCLAR). NOCLAR is any act of omission or commission, intentional or unintentional, committed by you which are contrary to prevailing laws or regulations. If we identify or suspect that NOCLAR has occurred or may occur, which may have a direct effect on material amounts or disclosures in the financial statements or compliance and may be fundamental to your ability to continue business or to avoid material penalty, we may discuss the matter and the non-compliance (or suspected non-compliance) with you; your auditor  unless prohibited by law; disclose the matter to an appropriate authority (even if there is no legal or regulatory requirement to do so); and terminate this agreement or withdraw from our professional relationship with you, where permitted by law or regulation. Where appropriate, we will inform you of our intention to disclose the matter to an appropriate authority before disclosing the matter. However, you acknowledge and agree that, if we have reason to believe that the actual or intended conduct would constitute an imminent breach of a law or regulation that would cause substantial harm to investors, creditors, employees or the general public, we may immediately disclose the matter to an appropriate authority in order to prevent or mitigate the consequences of such imminent breach of law or regulation. For the avoidance of doubt, if we decide that disclosure of NOCLAR to an appropriate authority is the right course of action in the circumstances, then such a disclosure will not constitute a breach of confidentiality or any other breach of our obligations to you.

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4.   Limitations of Services​

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This engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters that come to our attention during the course of performing our services. Unless otherwise stated in this agreement or directly requested by you in a written communication later, we will not independently verify the accuracy of information or documents supplied to us. As such we will not be liable for any loss or damage including consequential loss arising from any inaccuracy or other defect in any information or documents supplied by you. You must notify us promptly if any information provided by you is rendered untrue, unfair, or misleading and if required, you must take all necessary steps to correct such error. You agree that any decisions made on policy, governance or commercial matters related to your business, investments or personal affairs are not within the scope of our duty of care and in making such decisions you should take into account the restrictions on the scope of work carried by us and other factors otherwise, of which you and your other advisers are, or should be aware. Any advice given to you is general in nature and an opinion based on our knowledge of your circumstances and information provided to us.

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5.   Quality Review and Standards​

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The extent of our procedures will be limited exclusively for the purpose of carrying out the agreed services. We have established and maintained a quality control system in accordance with the guidelines issued by the Accounting Professional And Ethical Standards Board (https://apesb.org.au) and the Code of Professional Conduct pursuant to Tax Agent Services Act 2009 accompanying legislation (TASA) (https://www.tpb.gov.au). Our quality control system is a framework of policies and procedures that ensures compliance with professional and legal requirements, leading to consistent, high-quality client services and risk reduction. Key components include governance, performance monitoring, client engagement processes, recordkeeping, confidentiality and data security, conflict of interest, risk management, compliance and staff management, all designed to improve standards and manage risks effectively. As a result, our files may be subject to review by professional and regulatory bodies as part of the quality control review program from time to time. By accepting our engagement, you acknowledge that, if requested, our files relating to this engagement will be made available under this program. These reviews are of our internal systems and procedures and not of you as a client. We assure you that complete confidentiality will be maintained.

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Furthermore, as member of professional bodies, we are subject to the ethical and professional requirements and its investigations and disciplinary processes. These requirements cover issues such as a code of ethics, adherence to relevant standards, requirements to undertake continued professional education and to hold money in a trust account. Should there be an issue regarding our ethical or business practices, such matters may be referred to the relevant professional bodies for investigation. As a member of various professional bodies, we are also obliged to hold current professional indemnity insurance, which we warrant we have in place in accordance with their requirements.

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6.   Confidentiality and Privacy​

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In conducting this engagement, any information acquired by us relating to your affairs whether it belongs to you or not or is provided by you or not, is subject to strict confidentiality. That information will not be disclosed by us to other parties except as required or allowed by law or regulations, or with your express consent unless, we determine that disclosure of the non-compliance or suspected non-compliance to an apt authority is an appropriate course of action in the circumstances. We may collect personal information about you, your employees, and 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 done it in accordance with the Privacy Act and that you are entitled to provide this personal information to us. We may handle, use and disclose the personal information for the purpose/s of this engagement in accordance with the Privacy Act. By accepting this engagement, you are giving us your express permission to access your personal information available to us.

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7.   Involvement of Others​

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Where, as part of our engagement, the services of an expert are required, such involvement, associated costs and timeframe will be advised to you. We may also enter into an outsourcing or offshoring arrangement from time to time to transfer portion of our services, functions, processes, or activities to a third party or a related entity managed by us within or outside Australia. Acceptance of our services in line with this engagement agreement indicates your acceptance of use of such arrangements as described. Where such arrangement requires the disclosure of personal information to a third party or an overseas recipient, we will take reasonable steps to ensure that the Australian Privacy Principles and adherence to our quality control systems are met.

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8.   Digital Infrastructure, Cloud Computing and Artificial Intelligence​

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We utilise cloud computing services including software (Saas), platforms (PaaS) and digital infrastructure (IaaS), managed services, information and communication technologies, applications provided by reputable third parties including but not limited to Google, Amazon, Microsoft, Xero, BGL, Intuit, Sage, MYOB, Reckon, Telstra, Vodafone, all of which securely store your data at their global data centres. From time to time, we may use artificial intelligence (AI) tools, software and machine learning technologies to assist in the preparation, analysis, and processing of your information and documents including internal drafting, scheduling, or workflow management. You agree to our use of such services, software and tools. We will always ensure we take all reasonable precautions to meet our professional, confidentiality and privacy obligations. We are not liable for breaches caused by third-party software, technologies or security failures beyond our reasonable control. In the unlikely event of a data breach involving your sensitive data, we will notify you promptly and take immediate steps to mitigate any impact. Our aggregate liability for any direct loss, damage, or data exposure arising from a failure of third-party cloud computing or AI services (outside of our direct, wilful misconduct or gross negligence) is strictly limited to the fees paid to us for the specific services rendered under this engagement.

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9.   Communication

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​We may choose to communicate electronically with you including sending of messages and documents. You acknowledge that electronic communication carries with it the possibility of inadvertent misdirection, interception, or non-delivery of confidential material. If you do not consent to the use of electronic communication under this engagement, you should notify us in writing. We will not accept responsibility and liability for any damage or loss caused in connection with the interception or corruption of an electronic communication or if it contains any malicious software (malware) or virus. We will not be liable for any damage or loss arising as a result of any unauthorised copying, recording, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused by your system or any files by that message or document.

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10.   Intellectual Property

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​We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how ("materials") that we own or license in performing the services. Notwithstanding the delivery of any reports, we retain all intellectual property rights in the materials including any improvements or knowledge developed while performing the services, and ownership of any working papers compiled in connection with the services (but not client information reflected in them). Upon payment for the services, you may use such reports and any materials included therein as permitted by this engagement.

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11.   Overdue Payments

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​If your account remains overdue by more than 30 days, we may apply interest on the overdue balance at the rate of 12% per annum calculated on daily basis. We also reserve the right to use a debt collection agency or any other legal means to recover the unpaid fees and any associated recovery costs. If a debt collection or legal action is required, you agree to pay all collection agency fees, legal costs, and court expenses on an indemnity basis.

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12.   Limitation of Liability

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If any Commonwealth (Cth) act or legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, then this clause does not restrict, modify, or exclude it. Unless prohibited by law, no term condition or warranty is implied except as expressly provided in this agreement. Our liability is limited by a scheme approved under professional standards legislation. A copy of the scheme can be obtained from us on request, or further information about the scheme can be obtained from the website of the Professional Standards Council (https://www.psc.gov.au/). If a term is implied into this agreement by law, which cannot be excluded, you agree that we may, in our absolute discretion and to the extent it is allowed by law, choose either to re-supply the services, or to pay you the cost of having the services re-supplied. Our liability to you arising in connection with this engagement (if any) is limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is agreed between us or ascribed to us by a Court or Tribunal of competent jurisdiction on proportionate basis having regard to the extent of our responsibility for the loss or damage and the contribution to the loss or damage in question by you and any other person. We are not liable to the extent that you or any other person is / are responsible and / or liable for an act or omission that contributed to your loss; for any indirect or consequential costs, loss or damage or loss of profits; for any defect or deficiency in any system or service that is not developed or provided by us under this agreement. That includes (without limitation) your production and legacy systems and systems that communicate data from systems produced by us.

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13.   Indemnity

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You agree to indemnify us against all liabilities, claims, costs and expenses collectively referred to as “loss” (including any GST payable by us on amounts paid under this indemnity) incurred by us in respect of any claim by a third party which is related to, arises out of, or is in any way associated with this engagement including any breach of this agreement or any negligent, wrongful or wilful act or omission by you. However, the indemnity does not apply to any loss in respect of any matters which are finally determined to have resulted from our negligent, wrongful, or wilful acts or omissions.

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14.   Ownership of Documents

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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 for our records. If you wish to provide a third party with copies of our reports, letters, information, advice or other deliverables, then you must obtain our prior written consent and we reserve the right to set the terms on which those copies are given or used; or require the third party to enter into a direct relationship with us. Our engagement will result in the production of certain reports, returns, schedules, statements, forms and other types of documents including relevant undertakings and declarations requiring your signatures.  Ownership of these documents will vest in you. All other documents produced by us in respect of this engagement will remain our property, subject to any statutory obligations. We have a policy of exploring a legal right of lien over any client documents in our possession in the event of a dispute. We have also established dispute resolution processes.

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15.   Taxpayer Obligations, Rights and Safe Harbour Protection

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A taxpayer is responsible under self-assessment to keep full and proper records to facilitate the preparation of correct tax returns, statements and other lodgements. It is your responsibility to keep those records for five (5) years. Whilst the Commissioner of Taxation will accept claims made by a taxpayer in the lodgements and make an assessment, usually without any adjustments, it may be subject to later review. Under the taxation law such a review may take place within a period of up to four (4) years after tax becomes due and payable under the assessment. Furthermore, where there is fraud or evasion there is no time limit on amending the assessment. Accordingly, you should check the accuracy of information in the return or statement before it is signed by you.

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Where the application of a taxation law to your particular circumstances is uncertain, you also have the right to request for a private ruling which will set out the Commissioner’s opinion about the way a taxation law applies, or would apply, to you in those circumstances. You must provide a description of all the facts (with supporting documentation) that are relevant to your scheme or circumstances in your private ruling application. If there is any material difference between the facts set out in the ruling and what you do the private ruling is ineffective. If you rely on a private ruling you have received, the Commissioner must administer the law in the way set out in the ruling, unless it is found to be incorrect and applying the law correctly would lead to a better outcome for you. Where you disagree with the decision in the private ruling you can lodge an objection against the ruling if it relates to income tax, goods and services tax (GST), fuel tax credit or fringe benefits tax (FBT). Your time limits in lodging an objection will depend on whether you are issued an assessment for the matter or period covered by the private ruling.

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With effect from 1 March 2010, a new regime for regulation of tax agents has taken effect under the Tax Agent Services Act 2009 and accompanying legislation (TASA). The new regime has implications for registered tax agents and their clients. An important feature of TASA is provision of a “safe harbour” protection from penalties in certain circumstances for taxpayers who engage registered tax agents. To obtain the benefits of “safe harbour” protection, the legislation requires the taxpayer to provide the registered tax agent with “all relevant taxation information” to enable accurate lodgements with the Australian Taxation Office. This requirement may be important to both parties in identifying and understanding the purpose and scope of services and other matters.

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16.   Anti-Money Laundering and Counter-Terrorism Financing

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Our firm is a reporting entity subject to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML-CTF Act). Where we provide a designated service to you, our firm acts as a reporting entity. Consequently, we must comply with mandatory customer due diligence, identity verification, and ongoing monitoring obligations before we can commence or continue providing services. You agree to promptly provide all such information, documents, and assistance as we may require to comply with our customer due diligence, identity verification, and ongoing monitoring obligations. You acknowledge that we may be legally required to disclose information concerning you to Australian Transaction Reports and Analysis Centre (AUSTRAC) or other regulatory authorities without notice to you, and that such disclosure shall not constitute a breach of our confidentiality obligations. Further information about reporting entity and designated services can be found here https://www.austrac.gov.au.

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17.   Termination and Force Majeure

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Either party may terminate this engagement any time by providing 30 days written notice to the other party. Either party may terminate the engagement if the other party fails to remedy a material breach of the terms and conditions within 30 days of written notice of a breach. In the event of termination or force majeure, we shall be entitled for payment of work completed or costs incurred to date. We will return you documents held by us upon full payment of all outstanding fees including those raised at termination. Neither party shall be liable for breach of this engagement caused by circumstances beyond their reasonable control.

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18.   Governing Law and Jurisdiction

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All aspects of this agreement are governed by, and construed in accordance with, the laws of the state of New South Wales in Australia. Both parties irrevocably submit to the exclusive jurisdiction of the Courts of such state.

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19.   Dispute Resolution

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If there is a dispute relating to our services or an outstanding amount, the parties agree to resolve the dispute in good faith. If the dispute is not resolved by the parties, the parties agree to enter into mediation or another form of dispute resolution in the Australian state in which the letter of engagement was issued before commencing legal proceedings. Written notice of the dispute must be given to the other party prior to submitting the matter for mediation and appointment of the mediator, or where the parties cannot agree on a mediator, then as selected by the Australian Disputes Centre (ADC). The mediation will be conducted in accordance with the ADC Guidelines to the extent they do not conflict with the terms of this agreement. If the parties cannot resolve a dispute within 21 days from commencement of mediation or appointment of a mediator, the mediation will terminate and either party may instigate legal proceedings.

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20.   Miscellaneous

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This agreement may be varied as agreed by the parties. Provisions of this agreement that can have effect will survive its termination. This agreement may not be assigned without the prior written consent of each party; such consent may not be unreasonably withheld. We will provide the services as an independent contractor. Nothing shall be construed to imply or create a partnership, joint venture, or other relationship. No party has the right, power, or authority to oblige or bind the other in any manner pursuant to this No Authority to Bind clause.

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21.   Severance

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If any provision of this agreement is determined by a duly appointed person, Court or Tribunal to be illegal, unenforceable or otherwise invalid, then despite such illegality, unenforceability or invalidity this agreement shall remain in full force and effect to the extent permissible by law; and the provision that is illegal, unenforceable or invalid shall be deemed to be deleted and replaced by a valid provision which in its effect is as close to the invalid provision that the replaced provision can be and will be taken to have been the provision by which the parties intended to be contractually bound from the date of commencement of our engagement.

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