Terms and Conditions.

Introduction

 

At HelloLedger, we aim to be clear, concise and open with our communications with you.  We are also open and transparent in our approach to services and pricing.  Unlike more traditional accounting firms, we communicate upfront through an offering of structured fixed fee packaged options that suit all business sizes from micro to small and medium businesses, with the price scaling with the business size. With an accompanying engagement letter, we outline fee structure, responsibilities and obligations and a detailed scope of services so you will always know what is included and where you stand.

 

Our aim is to be different from traditional accounting firm, so you know your costings upfront and that there will be no unexpected fees or hidden costs.   The rates set are fair and reflect the effort involved in doing our work.  We use a combination of automated weekly and pay-on-completion billing.

These engagement terms set out our respective responsibilities, rights and obligations for all work that we perform for you. You may accept these terms by giving us written confirmation by email.

 

This document sets out our basic terms and conditions of business (the “Terms”), which, together with our Engagement letter (together called “this Agreement”), between you and HelloLedger Pty Ltd (ACN 639 926 819) (HelloLedger) will apply to all work HelloLedger undertakes for you with respect to this engagement. If there is any conflict between these Terms and our Engagement letter, then the Engagement letter shall prevail. A reference to “us”, “our” or “we” is a reference to HelloLedger.

 

 

For the purposes of the Terms, “HelloLedger” includes its partners, employees and all its related entities.
 

1. Our services
   
   HelloLedger will provide the services set out in our Engagement Letter (the “Services”) and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard. Our work will not extend beyond this scope unless we agree in writing. 
    

2. Your obligations
   
   You agree to pay for the Services in accordance with this Agreement.   You will provide clear, complete and prompt instructions and all information as may reasonably be required for the proper performance of the Services, including access to appropriate members of your staff, records, documents, technology, systems and premises as required.
   
   You must tell us immediately if we have misunderstood you or made incorrect assumptions.  We are entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it.  You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
   
   If anything occurs after information is provided by you to HelloLedger, to render such information untrue, unfair or misleading, you will promptly notify HelloLedger and, if required by HelloLedger, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.  
   
   You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by HelloLedger who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within HelloLedger who are engaged in the provision of the Services.
    

3. Authority
   
   You expressly authorise HelloLedger to act on your behalf where services include dealing with or assisting in the management of your records and/or other information held with or by any third party entity (including without limitation Xero, the Australian Tax Office, the Australian Securities and Investments Commission and any other government agency or authority), HelloLedger to do so and agree to grant HelloLedger all relevant access to enable it to perform these services. Where applicable, this includes electronic file access to your Xero account(s) and online services access with the Australian Tax Office.
    

4. Confidentiality
   
   We will keep confidential all confidential information you provide to us in the course of performing our Tax services and will not use such information except in connection with the performance of our services, as may be required by law or judicial process, by any persons or bodies responsible for regulating either party’s business (including any regulatory or accounting profession supervisory authorities in Australia or elsewhere), as required by a party’s internal policies or as either party reasonably determines is necessary to protect its own legitimate interests.
   
   We may disclose your information: (a) to our employees, our associated entities and their employees; (b) in confidence, to third parties engaged to provide services on your behalf (eg experts, data storage services), or to our advisers, insurers or other third parties to improve our services and/or obtain feedback; (c) in our marketing or tender documents, unless you direct us not to; (d) where required or permitted by law; or (e) as otherwise authorised by you.
   
   For further details please refer to our Privacy Policy.  
    

5. Staff
   
   You agree that during the provision of the Services, and for a period of six months thereafter, you will not make any offer of employment to any HelloLedger partner or employee involved in the provision of the Services, without our prior consent.
    

6. Benefit of advice
   
   Unless otherwise specifically stated in the Engagement Letter, any advice, recommendations, information or work product provided to you by HelloLedger in connection with this engagement is for your sole use. You agree that if you make such advice, recommendations, information or work product available to any third party, you will notify such third party, in writing, that HelloLedger’s advice, recommendations, information and work product is for your sole benefit based on the specific facts and circumstances and the scope of HelloLedger’s engagement with you and is not intended to be relied upon by any other person. In the event of a claim by any third party relating to our services under this engagement that arises out of a breach by you or any of your personnel of this paragraph, you agree to indemnify and hold harmless HelloLedger and our personnel from all such claims, liabilities, costs and expenses (including legal fees and disbursements).
   
   During the supply of our services, we may supply oral, draft or interim advice or reports but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any oral, draft or interim advice, reports. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we will provide documentary confirmation of the advice.
   
   HelloLedger 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.
    

7. Electronic mail
   
   If you ask us to transmit any document to you electronically, you agree to 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 the transmission (including by any computer virus).
   
   You may not rely on electronically transmitted advice or opinion unless it is subsequently confirmed by fax or letter signed by a partner or authorised signatory of HelloLedger.
    

8. Fees and expenses
   
   Our fees will be quoted in our engagement letter to you, and may comprise upfront fees, weekly recurring fees, fees due on completion. While we predominantly charge fixed fees for provision of our services, there may be circumstances where we may need to charge fees at an hourly rate based on time spent by our professional staff at applicable hourly rates. Third party, out-of-pocket expenses incurred in connection with the engagement will also be charged to you. Note that we are committed to never charging you fees without your prior authority.
   
   The time-based fees, if any, quoted in the Engagement Letter 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.
   
   The consideration payable for any supply made or to be made under this Agreement is exclusive of any goods and services tax (“GST”). If GST is payable on any supply made or to be made under this Agreement, you agree that the consideration payable for any such supply shall be increased by an amount equal to the amount of GST payable by HelloLedger in respect of that supply.
   
   If we are required (pursuant to any order, subpoena, directive or other legal or regulatory process) to produce documents and/or information, answer enquiries, attend court or meetings or deal with any similar requests in relation to the Services for, or by, any judicial, regulatory, administrative or similar body or entity (including without limitation, any foreign regulator or similar), you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.
   
   Accounts are to be paid within 14 days of the billing date. If they are not paid by this date, we may charge you an additional amount for the Services equal to interest on the unpaid balances at a rate equal to 2% over the 180 Day Bank Bill Rate.
    

9. Payment terms
   
   Our fees will be quoted in our engagement letter to you, and may comprise upfront fees, weekly recurring fees and fees due on completion.
   
   Upfront fees will be billed in advance of work commencing and are payable on invoice in order for work to commence.
   
   Weekly recurring fees will remain in force for the initial engagement period as specified in our engagement letter, ending at the end of the financial year. At the end of the initial engagement period, your service will automatically renew through to the end of the next financial year, unless otherwise agreed. We will confirm the applicable recurring fees no later than one month prior to the end of the engagement period, noting that we review our recurring fees annually. Invoices will be issued in advance on the 1st day of each month.
   
   Weekly bookkeeping fees include a transaction allowance and are based on a Fair Use Policy. We monitor transaction volumes processed through Xero, Hubdoc and Dext on a monthly basis. If, on a rolling average basis in a 3-month period your transaction volumes exceed that included for the plan you are on, we will increase your plan to the appropriate level, and reserve the right to retrospectively charge for any increases in prior months. Any changes or additional charges will be agreed in advance.
   
   For the avoidance of doubt, in determining the number of transactions processed we will refer to the detailed “Account Transactions” report within Xero for all connected bank accounts as well as your usage of Hubdoc and Dext.
   
   Accounts Payable and Accounts Receivable services are charged on an agreed estimate of the level of effort involved for the estimated volume of interactions with customers and suppliers, also considering Fair Use. As there is a high level of uncertainty associated of what level of customer and supplier follow up is required, we will monitor the effort required each month. Should the actual effort required to manage your accounts payable/receivable function vary significantly from what was originally agreed, we will contact you to adjust your fees to the appropriate level.
   
   Payroll services are charged on a per employee per month basis. We monitor the number of employees we’re processing and if the number of employees exceeds what is included in the service you’ve signed up for, we will be in touch to amend your payroll service fee.  We reserve the right to retrospectively charge for any increases in prior months. Any changes or additional charges will be agreed in advance.
   
   Tax returns are billed (100%) up front at the base rate and any additional items at final preparation of the tax return, charged when we send you the final tax return for your signing electronically.
   
   Fees due on completion for advisory services typically have an upfront deposit of 25%, with the balance automatically billed on completion of the agreed scope of service.
   
   Hourly rate based fees will, where we have agreed to perform work at an hourly rate, be invoiced to you regularly at such times reasonably determined by us for work done or on completion of any agreed scope of services. Our rates will be set out in your proposal, and any charging of adhoc rates will be communicated in advance of processing the payment.
   
   Prior period work. Any processing that may be required for transactions prior to the start date for any monthly services will be estimated and discussed with you, charging on an adhoc rate basis. This will be billed on completion of this upfront work, or on a weekly basis if the work continues over an extended period.
   
   Out-of-pocket expenses incurred in connection with the engagement will be charged to you as they are incurred.
   
   Each invoice is a separate and final bill of costs for the services referred to. You must pay each invoice by the date specified. If any invoice is not paid by that date, we may suspend or terminate our engagement. Note that this includes any termination of Xero services.
    

10. Records and documents
    
    We may store your information or files electronically in our ordinary IT systems (including IT systems, cloud servers or other servers provided by third parties). You consent to such storage and agree we do not need to take any additional steps to secure them beyond our ordinary security steps. 
    
    We will give you an electronic copy of your records on request but can retain a copy at your cost. If you require us to deliver hard copies of any documents, we can first make a copy at your cost.
    
    If you ask us to transmit any document to you electronically, you agree to 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 the transmission (including by any computer virus).
    
    You authorise us to destroy all your documents (whether in paper or electronic form) seven years after our engagement ends.
     

11. Conflicts of interest
    
    We attempt to identify any actual or potential conflicts prior to commencing an engagement. If we become aware of an actual or potential conflict we will advise you and will discuss the issue with you, subject to confidentiality duties owed to other clients. If our professional obligations require us to cease to act for you we must do so.
    
    To reduce the likelihood of a conflict, please provide the names of related and/or associated entities to include in any internal conflict check(s). You acknowledge we will not be able to conduct complete internal conflict checks if you limit the way we perform those checks.
     

12. Problem resolution
    
    If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to telephone the director of HelloLedger. We will investigate any complaint promptly and do what we can to resolve the difficulties. To allow us to resolve and properly document your problem, please email details of the problem to info@helloledger.com.au.
    
    If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
    
    In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
     

13. Termination of Agreement
    
    You may terminate our engagement at any time by giving us one month’s written notice. We may terminate our engagement at any time by giving you written notice where: (a) we determine our professional responsibilities require us to withdraw from providing services due to an actual or potential conflict of interest; (b) you do not pay an invoice in full within 14 days of the date of the invoice for work done, or you do not pay a requested advance payment for future costs; (c) for any other just cause, including any breakdown of relationship between HelloLedger and you. We may also terminate our engagement by giving you reasonable written notice of our intention to terminate.
    
    Each of us may terminate this Agreement if: the other commits any material or persistent breach of its obligations under this Agreement (which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy); or the other becomes insolvent; or the Services are suspended under clause 10. for more than 14 days.
    
    Termination must be effected by written notice served on the other.
    
    Regardless of how this agreement is terminated, you agree to immediately pay all our fees and expenses incurred up to the date of termination. For a fixed fee service, you must immediately pay us all charges and expenses and that part of the fixed fee which we reasonably estimate has been incurred up to or cannot reasonably be avoided as at the date of termination. We reserve the right to retain your money, documents and/or any proprietary information until all amounts due and owing to us have been paid including after our engagement has been terminated (subject to any applicable professional conduct rules). This right survives your bankruptcy or liquidation, subject to any applicable legislation.
     

14. Limitation of liability
    
    In this section, we set out, and you accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.
    
    Nothing in these Terms excludes, restricts or modifies the application of the provisions of any statute (including the Trade Practices Act 1974) where to do so would contravene that statute or cause any part of these Terms to be void.
    
    These Terms, and the Engagement Letter, are the only communications governing our relationship. Subject to the above, HelloLedger expressly excludes and will have no liability for any statements, representations, guarantees, conditions or warranties, including any which may be implied by statute, common law or custom or which arise from oral or written communications with you, which are not expressly contained in this Agreement. If any representations are of importance to you, you should ensure that they are expressly set out in the Engagement Letter before signature.
    
    We participate in the CPA Australia Ltd Professional Standards Scheme (Scheme), which facilitates the improvement of professional standards to protect consumers and may limit our liability to you in a cause of action.  The Scheme applies to professional accounting services including accounting, bookkeeping, taxation, auditing and assurance, insolvency and corporate reconstruction, management accounting, management consulting, forensic accounting, valuation services.
    
    The scheme has been approved under the relevant Australian States and Territories professional standards legislation, including, where applicable, the Treasury Legislation Amendment (Professional Standards) Act 2004 (Cth) (“PSL Scheme”). A copy of the relevant PSL Scheme, is available from your HelloLedger representative or at https://www.psc.gov.au/.
    
    If HelloLedger is liable for a breach of any warranty implied by section 74 of the Trade Practices Act, 1974 in respect of Services not of a kind ordinarily acquired for personal, domestic or household use or consumption, HelloLedger’s liability under that section is limited to the supplying of the Services again or the payment of the cost of having the Services supplied again, whichever HelloLedger, in its absolute discretion, elects.
    
    To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, HelloLedger is not liable (in contract, tort or otherwise) for the loss or damage.

15. Indemnities
    
    You agree to indemnify and hold harmless HelloLedger against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by HelloLedger in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this Agreement.
    
    HelloLedger shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless HelloLedger from any such liabilities we may have to you or any third party as a result of reliance by HelloLedger on any information provided by you or any of your representatives, which is false, misleading or incomplete.
    
    In the event of any inconsistency between clauses 14 and 15, clause 15 shall prevail.
     

16. Privacy
    
    HelloLedger is committed to complying with the Federal Privacy Act 1988 and National Privacy Principles when collecting, holding or disclosing personal and sensitive information concerning your shareholders, members, customers, employees and other individuals with whom you have dealings (‘stakeholders’). 
    
    Our Privacy Policy is available at www.helloledger.com.au/Privacy-Policy.
    
    We may collect personal information about you and your representatives and employees in the course of acting for you. This personal information will only be disclosed and used for the purposes of providing you the agreed services, improving our services and obtaining feedback, or otherwise in accordance with your instructions.
    
    You consent to our use of your contact details to maintain an ongoing professional relationship with you and any associated entity, including to provide updates, invitations and other communications we consider may interest you. You may have rights under the Privacy Act 1988 (Cth) to obtain access to personal information we hold. You may ask us not to send direct marketing materials to you by contacting us by email at info@helloledger.com.au.

 

17.    Force majeure

If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non- performance and to cure and complete performance with the utmost dispatch.
 

18.   Governing law and jurisdiction

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Unless otherwise specified in the Engagement Letter, this Agreement and all aspects of our engagement and our performance of the Services are governed by, and construed in accordance with, the laws applicable in the State of New South Wales. Both you and we agree to irrevocably submit any disputes arising under this agreement to the exclusive jurisdiction of the Courts of that state.
 

19.   Variation

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No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties, or the packaged offering is updated electronically and the acceptance of terms & conditions for the new packaged offering are accepted on or after the date of signature (digital or otherwise) of the Engagement Letter.
 

20.   Intellectual Property

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General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of HelloLedger (or its licensors).

Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the HelloLedger Access Fee when due. You grant HelloLedger a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

Backup of Data: You must maintain copies of all Data inputted into the Service. HelloLedger adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. HelloLedger expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data: If You enable third-party applications for use in conjunction with the Services, You acknowledge that HelloLedger may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Services. HelloLedger shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
 

21.   Access conditions:

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You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify the software provider in question of any unauthorised use of Your passwords or any other breach of security and the software provider will reset Your password and You must take all other actions that HelloLedger and the software provider reasonably deems necessary to maintain or enhance the security of HelloLedger’s/the Software Provider’s computing systems and networks and Your access to the Services.

As a condition of these Terms, when accessing and using the Services,

 

• You must: not attempt to undermine the security or integrity of HelloLedger’s or the software provider’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

• not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

• not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

• not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

• not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.