WALKER WAYLAND WA STANDARD TERMS AND CONDITIONS

1              Introduction

1.1           These Standard Terms and Conditions and the accompanying Engagement Letter must be read together as they form your agreement with us. They will apply to all work Walker Wayland (WA) Pty Ltd undertakes for you with respect to this engagement. The Engagement Letter identifies the services to which these Standard Terms and Conditions relate.

1.2           These Standard Terms and Conditions and the accompanying Engagement Letter constitute the entire contract. No terms are to be implied into this contract other than those implied under statute.

1.3           lf there is any conflict between these Standard Terms and Conditions and the Engagement Letter, the Engagement Letter will take precedence.  These Standard Terms and Conditions supersede all previous terms and conditions relating to this engagement and any changes relating to these.

1.4           On your acceptance of the terms contained in the Engagement Letter you will be bound by these Standard Terms and Conditions. The methods of acceptance are set out in the Engagement Letter.

1.5           All references to ‘Client’ or ‘you’ are references to the client named or described in the Engagement Letter.

1.6           ‘Walker Wayland’ refers to the brand under which the Walker Wayland member firms provide assurance, tax and advisory services to their clients and/ or refers to one or more member firms, as the context requires. Walker Wayland (WA) Pty Ltd is a member firm of Walker Wayland Australasia Limited (WWAL) and the member firms are not a worldwide partnership. WWAL and each member firm is a separate legal entity. Services are delivered by the member firms. WWAL does not provide services to clients. WWAL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions.

In the Australian context only, the use of the term ‘Walker Wayland’ may refer to Walker Wayland (WA) Pty Ltd ABN 62 062 846 388 and its Australian subsidiaries and related entities.  WWAL is not an Australian related entity to Walker Wayland (WA) Pty Ltd.

 


2          Our services

2.1          The services we have agreed to provide to you, which comprise the scope of our work for this engagement, are set out in our Engagement Letter.  We will of course exercise reasonable skill and care to provide the services in line with the appropriate professional standards.

2.2          From time to time you may request additional services from us. Where we agree to provide these services to you they will be governed by these Standard Terms and Conditions and the Engagement Letter amended as agreed in relation to the scope of work, or by a separate Engagement Letter.

2.3          Unless otherwise specifically stated in the Engagement Letter, any advice or opinion relating to the services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice or opinion in any way, including by publication or electronic media, to any other party without our written consent.

2.4          We disclaim all responsibility for the consequences of anyone, apart from you, relying on our advice and/ or opinion without our written consent.

 


3              Advice

3.1           During the supply of our services, we may provide oral, draft or interim advice, reports or presentations to you.  In these circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any draft or interim advice, reports or presentations.  Where you wish to rely on oral advice or an oral presentation, you shall inform us and we may provide you with documentary confirmation of the advice.

3.2           We shall not be under any obligation, regardless of the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.

3.3           Any advice that we give you will be based on the law effective at the date of the advice or opinion.   We do not accept any responsibility for any changes in the law, and/ or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.

3.4           No actions taken by us and/ or statements made in the course of our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.

3.5           Unless otherwise agreed with you, or specifically stated in the Engagement Letter, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.

3.6           No advice we provide to you is intended to constitute or will constitute legal advice and it should not be relied upon by you as such.

 


4              Your responsibilities

4.1           You agree to pay for the services we provide in accordance with the payment terms set out in the Engagement Letter and in these Standard Terms and Conditions.

4.2           In order to provide our services to you, we require your co-operation.  You will:

  • provide, in a timely way, all information and materials that we reasonably require to enable us to provide the services set out in the Engagement Letter
  • arrange access to:
    • members of your staff
    • third parties
    • records
    • technology and systems, and
    • premises as required
  • respond to us promptly to facilitate the performance of the services

4.3           Please do not assume that we know information you have not told us.  Where you, or others on your behalf, have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.

4.4           Your primary representative from Walker Wayland is the Engagement Director/ Partner specified in the Engagement Letter.

4.5           We will rely on the information and material that you, or another party provides.  We will not verify this information and/ or material unless you request or advise us to do so and we agree to do so as part of our services. You are responsible for the completeness and accuracy of the information and materials you supply to us.

4.6           If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.

4.7           We disclaim all responsibility for your failure to inform us of any changes to any information and/ or material which impacts upon the services we have agreed to provide to you.

4.8           If you provide any advice or opinion we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party and for the costs of defending any such claims.

 


5              Non-conformance

5.1           If you become aware that the advice or opinion we have provided to you does not conform to the scope of work set out in the Engagement Letter, you must inform us immediately. You must give us the opportunity to rectify any such advice or opinion.

5.2           If you fail to do so, we disclaim all responsibility for our advice/ opinion failing to conform with the scope of work set out in the Engagement Letter.

 


6              Our liability

6.1           Without limiting paragraph 6.2, our liability is limited by a scheme approved under the Professional Standards Legislation (other than for the acts or omissions of Australian Financial Services Licensees). Liability is limited in those states where a current scheme applies.  Further information on the scheme is available from the Professional Standards Councils website: www.professionalstandardscouncil.gov.au

6.2           Where the scheme does not apply, or permits us to modify our maximum amount of liability under the scheme, the Engagement Letter sets out the ways in which our liability to you is limited.

6.3           You acknowledge that we are contracting with you as the Principal for and on behalf of our employees and directors.  Our employees and directors will not be liable to you in respect of any loss or damage suffered by you as a result of services provided by us, nor for any consequential loss or damage suffered by any third party.

6.4           It is agreed that you will not bring any claim arising out of this agreement against any of our directors and employees personally. This restriction will not operate to limit or exclude the liability of Walker Wayland for the acts or omissions of any director or employee.

 


7              Fees

7.1           The basis on which we charge fees for this engagement is set out in the Engagement Letter. If appropriate, we shall provide an estimate of our fees for carrying out the services in the Engagement Letter.

7.2           If we have agreed to calculate the fees we charge to you on a time basis by applying an hourly rate, we may review and increase the rates we are charging to you on a six monthly basis.

7.3           We may request you to pay us an amount in advance to cover our anticipated fees or expenses. Each payment in advance is payable as per the terms stated in the Engagement Letter.  If you do not pay us the amounts in advance as requested we may elect not to commence or continue to provide services to you.

7.4           Our invoice is payable within 14 days of the date of issue unless stated otherwise in the Engagement Letter.

7.5           If you do not pay our invoice in full, we may:

  • elect not to continue to provide our services to you
  • suspend work until further payment is made
  • charge interest on any unpaid amount. The rate of interest will be at the prevailing bank rate, and
  • instigate legal proceedings without further notice

Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts, together with any interest, will be added to the amount due from you.

7.6           Where applicable, all professional fees and expenses will require an additional payment of 10% of Goods & Services Tax (unless a GST-free relief is applicable). Costs and expenses incurred will be recharged and GST will apply unless a GST-free relief is applicable.

 


8              Disbursements

8.1           In addition to our fees, we may incur expenses (disbursements) on your behalf during the engagement.

8.2           General disbursements may include charges and expenses for travel, accommodation, and document production and handling, including photocopying, fax charges and couriers.  Please refer to the Engagement Letter for details of any other specific disbursements that we may incur.  By engaging us you consent to us incurring those disbursements on your behalf and you agree to reimburse us for them (GST will be charged as appropriate).

8.3           We will seek your approval before incurring any unusual or extraordinary expenses on your behalf.

 


9              Documents

9.1           All materials developed, modified, designed or created by us in the course of carrying out our services, including know how, systems, software, reports, documents, written advice, drafts and working papers belong to us. Any correspondence or documents we provide to you during the course of the engagement belong to you unless we specify otherwise.

9.2           Unless otherwise agreed in the Engagement Letter, all original documents you have provided to us in the course of this engagement will belong to you.

9.3           On completion of our work, or termination of this engagement, we will return to you any papers to which you are entitled.  Upon completion of the engagement we will store our file, including any documents or materials you leave with us, for a period of 7 years from the date of our final invoice. You authorise us to destroy our file (excluding any documents kept in safe custody) after the expiration of that period.

9.4           We may charge for special storage requirements and/ or retrieving documents from storage if you request them.

9.5           We accept no liability for any losses you suffer if our file, including any documents or other material you leave with us, is damaged or destroyed for any reason.

9.6           We will exercise our right to retain documents to which you are entitled relating to this engagement, until all our outstanding fees and disbursements are paid in full, unless acceptable security is provided.

 


10            Communication and electronic documents

10.1         Each party is authorised to communicate with and provide documents to the other party by post, facsimile or electronically. To the extent permitted by law:

  • each party will not be responsible for any liability caused in connection with electronic transmissions; and
  • we will not be responsible for any delay, non ­ delivery or interruption of any of the methods of communication.

10.2         You

  • will take all reasonable steps to ensure you have suitable systems in place to prevent corruption of data, or transmission of viruses in your electronic documents or other communications to us;
  • acknowledge and accept the risks that email communications may not always be secure, irrespective of the security we have in place;
  • will contact us immediately if you have any concerns about the authenticity of any documents or communications purportedly sent by us.

 


11            Confidentiality

11.1         In conducting this engagement, information acquired by us in the course of this engagement is subject to strict confidentiality requirements.  That information will be treated by us as follows:

  • We shall protect the confidential information in a reasonable and appropriate manner and in accordance with applicable professional standards
  • we shall use confidential information only to perform our obligations under this engagement, and
  • we shall reproduce confidential information only as required to perform our obligations under this engagement

11.2         We may disclose confidential information if this is required by law, or is required in order for us to comply with our professional  duties and obligations, or as required by professional or regulatory bodies.

 


12            Quality control

12.1         As a member of the Chartered Accountants of Australia and New Zealand we are required to undertake a quality review process.  Other regulatory bodies may also conduct surveillance or reviews to monitor quality control.  As part of this process client files are subject to review.

12.2         As a result of this quality review your client files may be chosen for inspection. By accepting our terms of engagement you authorise your files to be reviewed in this way.

 


13            Copyright and Intellectual property

13.1         Unless otherwise specified in the Engagement Letter, we retain all copyright and intellectual property rights in all material developed, designed or created by us in the course of carrying out the services including know how, systems, software, reports, written advice, drafts and working papers.

13.2         You acknowledge that any documents or material given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.

13.3     You must not use the Walker Wayland name or logo on any website or in any public statement unless you have our prior written consent.

 


 14            Anti-Money Laundering and Counter-Terrorism Financing

14.1         From time to time we may request information from you in order to meet our obligations under the Anti­ Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act).

14.2         Where we provide a designated service (as defined under the AML/CTF Act), we are a reporting entity under the legislation and as such must meet stringent identification and verification requirements.

14.3         This means that, before providing you with a service we must make sure you are who you say you are by collecting information to identify you or any agent acting on your behalf, and taking steps to verify this information.

14.4         We will maintain all information collected in a secure manner in accordance with the relevant privacy principles and the AML/CTF Act.  We will only disclose information about you where we reasonably consider that we are required to do so under Australian law.

14.5         This means that your identification information may be disclosed to government agencies or law enforcement agencies. We may also disclose this information to other Walker Wayland entities involved in providing services to you to the extent that this information is required to fulfil that entities’ AML/CTF   obligations.

14.6         You agree to provide such information upon request. If you do not provide this information we may not be able to provide services to you.

 


15            Independence and Conflicts of interest

15.1         The performance of our services is governed by Professional and Ethical Standards and other specific legislative requirements regarding independence.

15.2         We do not believe that there is any conflict of interest in us providing the services set out in the Engagement Letter to you at present. However, it is possible that in the future a conflict may arise. If it does, we will notify you immediately and discuss the issue with you.

15.3         Our aim is to make sure that any further services we provide to you will be objective and free from any independence or conflicts of interest issues. In some cases this may result in us having to cease providing any further services to you.

 


16            Problem resolution

16.1         If you are unhappy with the services we have provided to you, or would like to discuss how they could be improved, you are invited to contact the Director/Partner specified in the Engagement Letter.

16.2         We will investigate all complaints carefully and promptly and attempt to resolve any difficulties.  The Engagement Letter sets out the procedure to be adopted in situations where the problem cannot be resolved.

 


17            Staff

17.1         We will attempt to comply with your request for specific individuals to work on the engagement.  If we are unable to do this we will provide you with details of replacement staff.

17.2         When our staff are assigned to work for you, you agree that, during the period of the engagement and for a period of twelve (12) months following the completion or termination of the engagement, you will not employ, or procure a third party to employ, any employee of ours who has taken part in the provision of the services without our consent.  If we do provide consent, we reserve the right to charge you a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST).

 


18            Termination

18.1         The ways in which you may terminate this engagement are set out in the Engagement Letter.

18.2         Unless we are providing you with a statutory audit service we may terminate this engagement by giving you 7 days notice in writing, unless a shorter period is required for matters of urgency, if:

  • you do not pay our account
  • you do not meet a requirement for money on account of costs or disbursements
  • we have requested instructions, information or materials from you but you have failed to provide them in a timely manner
  • you give us instructions that are false and misleading
  • we believe that we may have a conflict of interest, or any other reasonable grounds

18.3         Where we are providing you with a statutory audit service the Engagement Letter will set out the ways in which this engagement can be terminated.

18.4         Either party may terminate this engagement in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.

18.5         All sums due to us shall become payable in full when termination takes effect, or as otherwise agreed in the Engagement Letter.

18.6         Termination under this clause shall be without prejudice to any rights that may have accrued before termination.

 


19            Changes

19.1         Changes to this agreement must be in writing and signed by us. The effective date for any such changes is the date on which you agree to such changes by the methods set out in the Engagement Letter.

 


20            Governing law and jurisdiction

20.1         The terms of engagement and these Standard Terms and Conditions will be governed by and construed according to the law applying in Western Australia.

20.2         Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Western Australia.

 


21            Waiver

21.1         A failure by us to take action to enforce our rights does not constitute a waiver of any right or remedy under this agreement unless it is in writing and signed by us.

21.2         A waiver by us of any specific provision of this agreement does not affect any other provision of this agreement.