Terms of Business
These terms of business apply to the services you have engaged us to provide under the engagement letter. Our engagement letter and these terms of business form the entire agreement between VBD Pty Ltd ("VBD Business, Tax & Wealth Advisers" "VBD" “us”, “we”, “our”) and the person or entity named in or to whom the engagement letter is addressed (“you”, “your”) in relation to the services (“Agreement”). The Agreement replaces any earlier agreements, representations or discussions. If anything in these terms of business is inconsistent with our engagement letter, our engagement letter takes precedence.
- signing these terms of business or the engagement letter in which these terms were referred or attached; or
- continuing to instruct us after receiving this Agreement; or
Retention of Documents
Reliance on Information
Australian taxation law is continually being updated and reinterpreted. This can create uncertainty in relation to how Governments or the Courts may interpret taxation law. Whilst we will endeavour to bring any areas of uncertainty to your attention, it is not possible for us to guarantee that all areas of uncertainty will be identified and communicated to you and you acknowledge that our services expressly exclude any guarantee that you are and continue to comply with taxation obligations without engaging us to complete a full audit of your accounts and records.
In addition to our fees set out in the engagement letter, we may incur disbursements (being money which we pay or are liable to pay to others on your behalf). These may include search fees, expert advice or reports, travel expenses. We will inform you of these expenses and disbursements, as well as any other payments required to be made, as soon as is reasonably practicable and will include these disbursement amounts in our tax invoice. You are liable to reimburse us for such disbursements.
You agree to pay us fees for our services on the basis set out in this Agreement, plus any GST we are required to pay in connection with the services.
If we are required to provide information regarding you or the services provided to comply with a statutory obligation, court order or other compulsory process, you agree to pay the reasonable costs and expenses we incur in doing so. This includes time spent by professional staff and our reasonable legal costs.
Neither party is liable to the other for delay or failure to fulfil obligations under this Agreement (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this Agreement. Each party agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
If a dispute arises in connection with this Agreement, you agree to meet with us to attempt to resolve it. If the dispute is not resolved through those negotiations, you agree we will both attempt to resolve the dispute through mediation before commencing legal proceedings.
You may elect or consent for us to communicate with you via electronic mail. As such mail is not secure it may be copied, recorded, read or interfered with by third parties while in transit. If you ask us to transmit any document electronically, you release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by or as a result of that transmission.
To the extent permitted by law and except as expressly provided to the contrary in this Agreement, all warranties whether implied, statutory or otherwise, relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded. Where legislation implies in this Agreement any condition or warranty that is prohibited from exclusion, our liability for any breach of that condition or warranty will be limited, at our option, to: a) The supplying of the services again; or b) The payment of the cost of having the services supplied again. To the extent permitted by law, our aggregate liability for any claims made under or in connection with this Agreement will be limited to three (3) times the total value of the fees we have received from you in connection with the specific underlying service that gave rise to the liability (based on invoiced amounts, or if not separately identified in invoices, based on work in progress amounts included in invoiced amounts). Liability is also limited by a scheme approved under Professional Standards Legislation.
We accept no liability or responsibility to any third party in connection with our services. You agree to indemnify us against any liability (including legal costs on a full indemnity basis) that we incur in connection with any claim by a third party arising from your breach of this Agreement.
- The entity; and
- The directors or controllers personally.
Where there are multiple parties to this Agreement, the parties agree to be joint and severally liability for unpaid fees.
This Agreement is made in New South Wales. The parties submit to the exclusive jurisdiction of the Courts of New South Wales.
You may terminate this Agreement at any time by giving us written notice. We may elect to terminate this Agreement: a) if you fail to pay our tax invoices; b) if you fail to provide us with adequate instructions or required documents within a reasonable time; c) if you give instructions or provide us with documents that are deliberately false or intentionally or recklessly misleading; d) if we, on reasonable grounds, believe that we may have a conflict of interest; or e) without cause, upon giving you reasonable notice. Where we elect to terminate the Agreement, we will give you five (5) days’ notice of our intention to terminate, and of the grounds on which the notice is based.
If the Agreement is terminated by either party, you will be required to pay our professional fees and charges for services undertaken, and for expenses and disbursements incurred, up to the date of termination. For agreed fee matters, you must pay the part of the agreed fee that we reasonably estimate has been incurred in respect of the services up to the date of termination, plus any other reasonable charges, expenses and disbursements. Our Terms of Business continue to apply after termination of the Agreement.